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INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
FROM BENEFICIAL OWNER
OF
SOVEREIGN SPECIALTY CHEMICALS, INC.
11 7/8% SENIOR SUBORDINATED NOTES DUE 2010
To Registered Holders and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the prospectus, dated
, 2000, of Sovereign Specialty Chemicals, Inc. and accompanying letter of
transmittal, that together constitute Sovereign's offer to exchange $1,000
principal amount of 11 7/8% Senior Subordinated Notes due 2010, Series B, which
have been registered under the Securities Act of 1933, as amended, of Sovereign
for each $1,000 principal amount of outstanding 11 7/8% Senior Subordinated
Notes due 2010, Series A, of Sovereign, of which $150,000,000 aggregate
principal amount is outstanding.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
exchange offer with respect to the outstanding notes held by you for the account
of the undersigned.
The aggregate face amount of the outstanding notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
$ of 11 7/8% Senior Subordinated Notes due 2010.
With respect to the exchange offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[ ] To TENDER ALL of the outstanding notes held by you for the account of
the undersigned.
[ ] To TENDER the following outstanding notes held by you for the account
of the undersigned (INSERT PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO BE
TENDERED (IF ANY)): $ of 11 7/8% Senior Subordinated Notes due
2010.
[ ] NOT to TENDER any outstanding notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender outstanding notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the letter
of transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (1) the
exchange notes acquired pursuant to the exchange offer are being acquired in the
ordinary course of business of the undersigned, (2) the undersigned is not
engaging in and does not intend to engage in a distribution of the exchange
notes, (3) the undersigned does not have an arrangement or understanding with
any person to participate in the distribution of such exchange notes, (4) the
undersigned is not an "affiliate" of Sovereign or the guarantors within the
meaning of Rule 405 under the Securities Act of 1933, as amended, and (5) the
undersigned is not acting on behalf of any person who could not truthfully make
the foregoing representations. If the undersigned is a broker-dealer that will
receive exchange notes for its own account in exchange for outstanding notes
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
exchange notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such exchange notes, the undersigned is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
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The undersigned acknowledges that if an executed copy of this letter of
transmittal is returned, the entire principal amount of outstanding notes held
for the undersigned's account will be tendered unless otherwise specified above.
The undersigned hereby represents and warrants that the undersigned (1)
owns the notes tendered and is entitled to tender such notes, and (2) has full
power and authority to tender, sell, exchange, assign and transfer the
outstanding notes and to acquire exchange notes issuable upon the exchange of
such tendered notes, and that, when the same are accepted for exchange,
Sovereign will acquire good and marketable title to the tendered notes, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim or right or restriction of any kind.
SIGN HERE
Name of beneficial owner(s)(please print):
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Signature(s):
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Address:
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Telephone Number:
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Taxpayer Identification Number or Social Security Number:
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Date:
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