NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
7.25% SENIOR NOTES DUE 2007
OF
FIRST BRANDS CORPORATION
PURSUANT TO THE PROSPECTUS DATED , 1997
This form must be used by a holder of 7.25% Senior Notes due 2007 (the
'Notes') of First Brands Corporation, a Delaware corporation (the 'Company'),
who wishes to tender Notes to the Exchange Agent pursuant to the guaranteed
delivery procedures described in 'The Exchange Offer -- Guaranteed Delivery
Procedures' of the Company's Prospectus, dated , 1997 (the
'Prospectus') and in Instruction 2 to the related Letter of Transmittal. Any
holder who wishes to tender Notes pursuant to such guaranteed delivery
procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date of the Exchange Offer.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON UNLESS EXTENDED (THE 'EXPIRATION DATE').
THE BANK OF NEW YORK
(the 'Exchange Agent')
By Overnight Carrier or by Hand: By Registered or Certified Mail:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street-7E
Corporate Trust Services Window New York, New York 10286
Ground Level Attn: Reorganization Section
New York, New York 10286
Attn: Reorganization Section
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an 'Eligible Institution'
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned hereby tenders the Notes listed below:
CERTIFICATE NUMBER(S) (IF KNOWN) OF NOTES OR AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY AMOUNT REPRESENTED AMOUNT TENDERED
PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or
Authorized Signatory: .............................. Date: ....................................... , 1997
.................................................... Address: ...........................................
.................................................... .....................................................
Name(s) of Registered Holder(s): ................... Area Code and Telephone No. ........................
....................................................
....................................................
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on
certificates for Notes or on a security position listing as the owner of Notes, or by person(s) authorized to
become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting
in a fiduciary or representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s): .....................................................................................................
..............................................................................................................
Capacity: ....................................................................................................
Address(es): .................................................................................................
..............................................................................................................
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office
or correspondent in the United States, or is otherwise an 'eligible guarantor institution' within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the
Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Notes tendered hereby
in proper form for transfer (or confirmation of the book-entry transfer of such Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility described in the prospectus under the caption 'The
Exchange Offer -- Procedures for Tendering' and in the Letter of Transmittal) and any other required
documents, all by 5:00 p.m., New York City time, on the fifth New York Stock Exchange trading day following
the Expiration Date.
Name of firm ....................................... .....................................................
(AUTHORIZED SIGNATURE)
Address ............................................ Name ...............................................
.................................................... (PLEASE PRINT)
(INCLUDE ZIP CODE) Title ..............................................
Area Code and Tel. No. ............................. Dated ....................................... , 1996
DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST
BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other documents
required by this Notice of Guaranteed Delivery must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date. The method
of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face of
the Notes without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Notes, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.