JARDEN CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
9-3/4% SENIOR SUBORDINATED NOTES DUE 2012
IN EXCHANGE FOR NEW
9-3/4% SENIOR SUBORDINATED NOTES DUE 2012
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used by registered holders of outstanding 9-3/4% Senior
Subordinated Notes due 2012 issued by Jarden Corporation, a Delaware Corporation
(the "Company"), pursuant to an Indenture, dated as of January 29, 2003, as
amended, among the Company, the guarantors named therein and The Bank of New
York, and registered under the Securities Act of 1933, as amended (the
"Securities Act") (the "Old Notes"), who wish to tender their Old Notes for an
equal principal amount of new 9-3/4% Senior Subordinated Notes due 2012 to be
issued by the Company pursuant to an Indenture, dated as of January 29, 2003, as
amended, among the Company, the guarantors named therein and The Bank of New
York, and registered under the Securities Act (the "New Notes"), if (i) the Old
Notes, a duly completed and executed letter of transmittal (the "Letter of
Transmittal") and all other required documents cannot be delivered to The Bank
of New York (the "Exchange Agent") prior to 5:00 P.M., New York City time, on [
], 2003, or such later date and time to which the exchange offer may be extended
(the "Expiration Date") or (ii) the procedures for delivery of the Old Notes
being tendered by book-entry transfer, together with a duly completed and
executed Letter of Transmittal, cannot be completed on or prior to 5:00 P.M.,
New York City time, on the Expiration Date. This Notice of Guaranteed Delivery
may be delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight delivery), to the Exchange Agent. See "The Exchange
Offer-Procedures for Tendering" and " -- Guaranteed Delivery Procedures" in the
Prospectus. The Company has the right to reject a tender of Old Notes made
pursuant to the guaranteed delivery procedures unless the registered holder
using the guaranteed delivery procedure submits either (a) the Old Notes
tendered thereby, in proper form for transfer, or (b) confirmation of book-entry
transfer in the manner set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof) and any other required documents by 5:00 P.M., New York City
time, on the third New York Stock Exchange trading day following the Expiration
Date. Capitalized terms not defined herein have the meanings assigned to them in
the Prospectus.
The Exchange Agent for The Exchange Offer Is:
THE BANK OF NEW YORK
By Registered or Certified Mail
Facsimile Transmissions: By Hand Or Overnight Delivery
(Eligible Institutions Only)
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The Bank of New York The Bank of New York
Corporate Trust Operations Corporate Trust Operations
Reorganization Unit Reorganization Unit
101 Barclay Street- 7 East 101 Barclay Street- 7 East
New York, New York 10286 New York, New York 10286
Attn.: Diane Amoroso Attn.: Diane Amoroso
Confirm By Telephone:
---------------------
For Information Call:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street- 7 East
New York, New York 10286
Attn.: Diane Amoroso
Telephone # (212) 815-3738
Fax # (212) 298-1915
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Delivery of this Notice Of Guaranteed Delivery to an address other than
as set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a valid
delivery.
THIS NOTICE OF GUARANTEED DELIVERY 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.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in Prospectus dated [ ], 2003 (as the same
may be amended or supplemented from time to time, the "Prospectus"), and the
related Letter of Transmittal (which together constitute the "Exchange Offer"),
receipt of which is hereby acknowledged, the aggregate principal amount of the
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer-Guaranteed
Delivery Procedures" and in instruction 2 to the Letter of Transmittal.
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DESCRIPTION OF SECURITIES TENDERED
Name and Address of
Registered Holder as it Certificate Aggregate Principal
Appears on the Old Number(s) of Old Maturity of Old Notes Amount Represented Principal Amount Old
Notes (Please Print) Notes Tendered Tendered by Old Notes Notes Tendered*
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*Must be tendered only in integral multiples of $1,000.
If the Old Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number: _________________________________
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
PLEASE SIGN HERE
X_______________________ Date:____________________, 2003
X_______________________ Date:____________________, 2003
Signature(s) of Owner(s)or
Authorized Signatory
Area Code and Telephone Number:_______________________
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Must be signed by the holder(s) of the Old Notes as their name(s) appear(s) on
certificates of the Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement 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 set
forth his or her full title below.
Please print name(s) and address(es)
Name(s): ----------------------------------------------------
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Capacity: ----------------------------------------------------
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Address(es): ----------------------------------------------------
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution, " including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer, government securities broker; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of the
foregoing being referred to as an "Eligible Institution"), hereby guarantees to
deliver to the Exchange Agent, at one of its addresses set forth above, either
(a) the Old Notes tendered hereby, in proper from for transfer, or (b)
confirmation of the book-entry transfer of such Old Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC") maintained for such
purpose, pursuant to the procedures for book-entry transfer set forth in the
Prospectus, in either case together with one or more properly completed and duly
executed Letter(s) of Transmittal (or facsimile thereof) and any other required
documents by 5:00P.M., New York City time, on the third New York Stock Exchange
trading day following the Expiration Date.
The undersigned acknowledges that it must deliver the
Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
Name of Firm:________________________ _________________________________
(Authorized Signature)
Address: ____________________________ Title:___________________________
_____________________________________ Name:____________________________
(zip code) (Please type of print)
Area Code and
Telephone Number: ___________________ Date:____________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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