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NOTICE OF GUARANTEED DELIVERY
TO TENDER FOR EXCHANGE
11 7/8% SENIOR SUBORDINATED NOTES DUE 2010
OF
SOVEREIGN SPECIALTY CHEMICALS, INC.
PURSUANT TO THE PROSPECTUS DATED MAY 26, 2000
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 27, 2000, UNLESS EXTENDED.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
By Mail: Facsimile Transmission:
The Bank of New York (for eligible institutions only)
101 Barclay Street (212) 815-6339
New York, New York 10286 Confirm by Telephone:
Attn: Duong Nguyen (212) 815-6331
Reorganization Section
By Hand/Overnight Delivery:
The Bank of New York
101 Barclay Street
New York, New York 100286
Attn: Duong Nguyen
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 A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
Outstanding notes must be received by the exchange agent within three New
York Stock Exchange, Inc. Trading days after the date of this notice of
guaranteed delivery.
As set forth in the prospectus, dated May 26, 2000, of Sovereign Specialty
Chemicals, Inc. under "The Exchange Offer -- Guaranteed Delivery Procedures,"
and in the instructions of the letter of transmittal, this form, or one
substantially equivalent hereto, or an agent's message relating to guaranteed
delivery, must be used to accept Sovereign's offer to exchange $1,000 principal
amount of 11 7/8% Senior Subordinated Notes due 2010, Series B, of Sovereign,
for each $1,000 principal amount of outstanding 11 7/8% Senior Subordinated
Notes due 2010, Series A, of Sovereign, if certificates representing such notes
are not immediately available, time will not permit the letter of transmittal,
certificates representing such notes or other required documents to reach the
exchange agent, or the procedures for book-entry transfer (including a properly
transmitted agent's message with respect thereto) cannot be completed, on or
prior to the expiration date.
This form is not to be used to guarantee signatures. If a signature on the
letter of transmittal is required to be guaranteed by signature guarantor under
the instructions thereto, such signature guarantee must appear in the applicable
space provided in the letter of transmittal.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to Sovereign Specialty Chemicals, Inc.,
upon the terms and subject to the conditions set forth in the prospectus and the
letter of transmittal, receipt of which is hereby acknowledged, the aggregate
principal amount of outstanding notes set forth below pursuant to the guaranteed
delivery procedures set forth in the prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." The undersigned hereby authorizes the
exchange agent to deliver this notice of guaranteed delivery to Sovereign with
respect to the outstanding notes tendered pursuant to the exchange offer.
The undersigned understands that tenders of the outstanding notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned also understands that tenders of the outstanding notes
pursuant to the exchange offer may be withdrawn at any time prior to the
expiration date. For a withdrawal of a tender of notes to be effective, it must
be made in accordance with the procedures set forth in the prospectus under "The
Exchange Offer -- Withdrawal Rights."
The undersigned understands that the exchange of any exchange notes for
outstanding notes will be made only after timely receipt by the exchange agent
of (i) the certificates of the tendered notes, in proper form for transfer (or a
book-entry confirmation of the transfer of such notes into the exchange agent's
account at The Depository Trust Company), and (ii) a letter of transmittal (or a
manually signed facsimile thereof) properly completed and duly executed with any
required signature guarantees, together with any other documents required by the
letter of transmittal (or a properly transmitted agent's message), within three
New York Stock Exchange, Inc. trading days after the execution hereof.
The undersigned hereby represents and warrants that the undersigned (1)
accepts the terms and conditions of exchange offer as set forth in the
prospectus and the letter of transmittal, (2) is entitled to tender such notes,
and (3) has full power and authority to tender, sell, exchange, assign and
transfer the outstanding notes and to acquire exchange notes issuable upon
exchange of such tendered notes, and that when the same are accepted for
exchange, Sovereign will acquire good and marketable title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim or right or restriction of any kind. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
exchange agent or Sovereign to be necessary or desirable to complete the
exchange, assignment and transfer of the notes tendered.
All authority herein conferred or agreed to be conferred by this notice of
guaranteed delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this notice of guaranteed delivery shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned.
In the event of a termination of the exchange offer, the notes tendered
pursuant to the exchange offer will be returned to the tendering holders
promptly (or, in the case of notes tendered by book-entry transfer, such notes
will be credited to the account maintained at The Depository Trust Company from
which such notes were delivered).
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PLEASE SIGN AND COMPLETE
- --------------------------------------------------------------------------------
Signature(s) of Registered Holder(s) or Date:
Authorized Signatory: --------------------------------------------
------------------------------ Address:
-----------------------------------------
- --------------------------------------------------- -------------------------------------------------
- --------------------------------------------------- Area Code and Telephone No.
Name(s) of Registered Holder(s): ----------------------
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If Notes will be delivered by book-entry transfer,
- --------------------------------------------------- provide information below:
------------------------
Principal Amount of Notes Tendered: Name of Tendering
---------------- Institution:
--------------------------------------
Certificate No.(s) of Notes Depositary
(if available) Account No. with DTC:
------------------------------------ -----------------------------
Transaction Code Number
----------------------------
This notice of guaranteed delivery must be signed by the holder(s) exactly as
their name(s) appear(s) on certificate(s) 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):
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Capacity:
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Address(es):
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DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL
OR PROPERLY TRANSMITTED AGENT'S MESSAGE.
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended,
hereby guarantees that the notes to be tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the prospectus under "The
Exchange Offer -- Guaranteed Delivery Procedures"), and that the exchange agent
will receive (a) such notes, or a book-entry confirmation of the transfer of
such notes into the exchange agent's account at The Depository Trust Company,
and (b) a properly completed and duly executed letter of transmittal (or
facsimile thereof) with any required signature guarantees and any other
documents required by the letter of transmittal, or a properly transmitted
agent's message, within three New York Stock Exchange, Inc. trading days after
the date of execution hereof.
The eligible guarantor institution that completes this form must
communicate the guarantee to the exchange agent and must deliver the letter of
transmittal, or a properly transmitted agent's message, and notes, or a
book-entry confirmation in the case of a book-entry transfer, to the exchange
agent within the time period described above. Failure to do so could result in a
financial loss to such eligible guarantor institution.
Name of Firm:
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AUTHORIZED SIGNATURE
Address:
------------------------------------- Name:
-----------------------------------------
- ---------------------------------------------
Title:
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(Zip Code)
Area Code and Telephone Number:
-------------- Dated: --------- , 2000
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