NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ANY AND ALL OUTSTANDING 91/8% SENIOR SUBORDINATED NOTES DUE 2007
OF
HUNTSMAN PACKAGING CORPORATION
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form must be used to accept the Exchange Offer (as defined below) of
Huntsman Packaging Corporation ("Huntsman Packaging") made pursuant to the
Prospectus, dated _____________, 1998 (the "Prospectus"), if (i) certificates
for the outstanding 91/8% Senior Subordinated Notes due 2007 (the "Old Notes")
of Huntsman Packaging are not immediately available, (ii) Old Notes, the
Letter of Transmittal and all other required documents cannot be delivered to
The Bank of New York (the "Exchange Agent") on or prior to 5:00 p.m., New York
City time, on the Expiration Date (as defined in the Prospectus referred to
below) or (iii) the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, or transmitted to the Exchange Agent. See "The Exchange Offer --
Procedures for Tendering Old Notes" in the Prospectus. In addition, in order
to utilize the guaranteed delivery procedure to tender Old Notes pursuant to
the Exchange Offer, a completed, signed and dated Letter of Transmittal
relating to the Old Notes (or facsimile thereof) must also be received by the
Exchange Agent prior to 5:00 p.m., New York City time, on 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)
The Bank of New York The Bank of New York
101 Barclay Street, 7E [ ] 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window,
Attn: Reorganization Section Confirm By Telephone Ground Level
or for Information Call: New York, New York 10286
[ ] Attn: Reorganization Section
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.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to Huntsman
Packaging the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes
Tendered:*
$________________________
Certificate Nos. (if available) If Old Notes will be delivered by
book-entry transfer to The
Depository Trust Company, provide
account number.
________________________ ___________________________________
Total Principal Amount Represented by
Old Notes Certificates(s):
$________________________ 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 ________________________________________________ ______________
X ________________________________________________ ______________
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number: _______________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s)
on certificates for 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) INCLUDING ZIP CODE
Name(s) _______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Capacity _______________________________________________________________
Address(es) _______________________________________________________________
_______________________________________________________________
_______________________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
- --------
* Must be in denominations of principal amount of $1,000 or an integral
multiple thereof.
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange,
or a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States, hereby guarantees that the certificates representing the
principal amount of Old Notes tendered hereby in proper form for transfer, or
timely confirmation of the book-entry transfer of such Old Notes into the
Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures"
section of the Prospectus, together with a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof) with
any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the Address
set forth above, no later than three New York Stock Exchange, Inc. trading
days after the date of execution hereof.
The undersigned acknowledges that it must deliver the Letter 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 or Print)
Area Code and Tel. No.__________ Dated___________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OF TRANSMITTAL.
3