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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
9-3/8% SENIOR SUBORDINATED NOTES DUE 2007 OF
FEDDERS NORTH AMERICA, INC.
AND THE RELATED GUARANTEE OF
FEDDERS CORPORATION
PURSUANT TO THE EXCHANGE OFFER DATED SEPTEMBER __, 1997
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
STATE STREET BANK AND TRUST COMPANY
This Notice of Guaranteed Delivery, or one substantially in form
equivalent hereto, must be used to accept the Exchange Offer (as defined below)
if certificates for 9-3/8% Senior Subordinated Notes due 2007 issued on August
18, 1997 by Fedders North America, Inc. (the "Company") and the related
guarantee by Fedders Corporation (the "Original Notes") are not immediately
available or if the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach State
Street Bank and Trust Company, as exchange agent (the "Exchange Agent"), on or
prior to the Expiration Date (as defined in the Exchange Offer). This Notice of
Guaranteed Delivery may be delivered by hand or facsimile transmission, or mail
to the Exchange Agent. The method of delivery is at the option and risk of the
tendering holder of Original Notes.
BY HAND DELIVERY BY OVERNIGHT COURIER: BY MAIL:
State Street Bank and Trust Company State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department Corporate Trust Department
Two International Place Two International Place, 4th Floor P.O. Box 778
Fourth Floor, Corporate Trust Window Boston, Massachusetts 02110 Boston, Massachusetts 02110
Boston, Massachusetts 02110
By Facsimile for Eligible Institutions: (617) [INSERT]
For confirmation and/or information call: (617) [INSERT]
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to gaurantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instruction thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal or an
Agent's message and certificate(s) for the Original Notes to the
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Exchange Agent within the time period shown herein. Failure to do so could
result in a financial loss to such Eligible Institution.
As described in the Prospectus dated September __, 1996 (the
"Prospectus") of the Company and Fedders Corporation and in Instruction 2 of the
related Letter of Transmittal (the Prospectus, together with the Letter of
Transmittal, the "Exchange Offer"), this form must be used to accept the
Company's offer to exchange the Original Notes for its 9-3/8% Senior
Subordinated Notes due 2007, which have been registered under the Securities At
of 1933, as amended and the related guarantee by Fedders Corporation(the
"Notes"), subject to the terms and conditions set forth in the Exchange Offer,
if time will not permit the Letter of Transmittal, certificates representing
such Original Notes and other required documents to reach the Exchange Agent, or
the procedures for book-entry transfer cannot be completed, at or prior to 5:00
P.M., New York City time, on the Expiration Date. This form must be delivered by
an Eligible Institution by registered or certified mail or hand delivery, or
transmitted, via facsimile, to the Depositary as set forth above. All
capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Exchange Offer.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company and Fedders
Corporation, upon the terms and subject to the conditions set forth in the
Exchange Offer (receipt of which is hereby acknowledged), the principal amount
of the Original Notes, specified below, pursuant to the guaranteed delivery
procedures set forth in Exchange Offer.
The undersigned understand(s) that tenders of Original Notes may be
withdrawn, by written notice of withdrawal received by the Exchange Agent at any
time at or prior to 5:00 P.M., New York City time, on the Expiration Date. In
the event of a termination of the Exchange Offer, the Original Notes tendered
pursuant to the Exchange Offer will be returned to the tendering holders
promptly (or, in the case of Original Notes tendered by book-entry transfer,
such Original Notes will be credited to the account maintained at The Depository
Trust Company ("DTC") from which such Original Notes were delivered). If the
Company and Fedders Corporation make a material change in the terms of the
Exchange Offer or the information concerning the Exchange Offer, the Company and
Fedders Corporation will disseminate additional materials relating to the
Exchange Offer and extend such Exchange Offer, to the extent required by law.
The undersigned understand(s) that payment by the Exchange Agent for
Original Notes tendered and accepted for exchange pursuant to the Exchange Offer
will be made only after timely receipt by the Exchange Agent of such Original
Notes (or Book-Entry Confirmation of the transfer of such Original Notes into
the Exchange Agent's account at DTC) and a Letter of Transmittal (or facsimile
thereof) with respect to such Original Notes properly completed and duly
executed with any required signature guarantees and any other documents required
by the Letter of Transmittal or a properly transmitted Agent's Message.
All authority 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) Date:____________________________________________
or Authorized Signatory:__________________________
_________________________________________________
__________________________________________________
Address:_________________________________________
Name(s) of Registered Holder(s):__________________
_________________________________________________
__________________________________________________
Area Code and Telephone No.:_____________________
__________________________________________________
If Original Notes will be delivered by book-entry
transfer to DTC, check the box: [ ]
DTC Account No.:_________________________________
DESCRIPTION OF NOTES TENDERED
CERTIFICATE NO(S).* PRINCIPAL AMOUNT REPRESENTED BY PRINCIPAL AMOUNT TENDERED (IF LESS
CERTIFICATE OR BOOK-ENTRY THAN ALL)**
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
* Need not be completed by holders tendering by book-entry transfer.
** Unless otherwise specified, it will be assumed that the entire aggregate
principal represented by the Original Notes described above is being tendered.
This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as their name(s) appear on certificate(s) for Original Notes or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Original 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):________________________________________________________________________
Capacity:_______________________________________________________________________
Address(es):____________________________________________________________________
DO NOT SEND ORIGINAL NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a recognized member of the Medallion Signature
Guarantee Program or any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended (each, an "Eligible Institution"), hereby (i) represents that the
above-named persons are deemed to own the Original Notes tendered hereby, (ii)
represents that such tender of Original Notes complies the Exchange Offer and
(iii) guarantees that the Original Notes tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the Exchange Offer), together
with a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof) with any required signature guarantee and any other
documents required by the Letter of Transmittal or a properly transmitted
Agent's Message, will be received by the Exchange Agent at one of its addresses
set forth above within two business days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal or
Agent's Message, and Original Notes to the Exchange Agent within the time period
shown herein. Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm:___________________________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated:_______________, 1996
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