NOTICE OF GUARANTEED DELIVERY
SF HOLDINGS GROUP, INC.
OFFER TO EXCHANGE
ALL OF ITS
13 3/4% SERIES B EXCHANGEABLE PREFERRED STOCK DUE 2009
FOR ALL OF ITS OUTSTANDING
13 3/4% SERIES A EXCHANGEABLE PREFERRED STOCK DUE 2009
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 13 3/4% Series A Exchangeable
Preferred Stock due 2009 (the "Old Shares") are not immediately available, (ii)
Old Shares, 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 procedures 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, to the Exchange Agent. See "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus. In addition, in order to utilize the
guaranteed delivery procedure to tender Old Shares pursuant to the Exchange
Offer, a completed, signed and dated Letter of Transmittal relating to the Old
Shares (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 (212) 571-3080 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attn: Reorganization Section Confirm By Telephone: Ground Level
George Johnson (212) 815-3687 New York, New York 10286
Attn: Reorganization Section,
For Information Call: George Johnson
(212) 815-3687
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.
Ladies and Gentlemen:
The undersigned hereby tenders to SF Holdings Group, Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated , 1998 (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 number of Old Shares set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures."
Number of Old Shares Name(s) of Registered Holder(s):_________
Tendered for Exchange: $_________ _________________________________________
Old Share Certificate No.(s)
(if available):___________________
If Old Shares will be tendered by book-entry transfer, provide the following
information:
DTC Account Number:________________________
Date:______________________________________
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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.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1998
UNLESS THE EXCHANGE OFFER IS EXTENDED.
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PLEASE SIGN HERE
X_____________________ __________________
X_____________________ __________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:________________________________
Must be signed by the holder(s) of the Old Shares as their name(s) appear(s) on
certificates for Old Shares 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): ___________________________________________________________________
___________________________________________________________________
Capacity: ___________________________________________________________________
Address(es): ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(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 broker, municipal securities
dealer, government securities broker, or government securities dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or loaning 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 the Old Shares tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old Shares to the Exchange
Agent's account at The Depositary Trust Company ("DTC"), 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 within five
business days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Shares 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
_______________________ ________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No.________________ Dated:__________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD SHARES WITH THIS FORM. CERTIFICATES FOR
OLD SHARES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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