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EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
AMERICAN ECO CORPORATION
NOTICE OF GUARANTEED DELIVERY OF 9 5/8% SERIES A SENIOR NOTES DUE 2008
As set forth in the Prospectus dated , 1998 (as the same may be
amended or supplemented from time to time, the "Prospectus") of American Eco
Corporation (the "Issuer") and certain of its subsidiaries under the caption
"The Exchange Offer -- Procedures for Tendering" and in the Letter of
Transmittal for Offer to Exchange 9 5/8% Series B Senior Notes due 2008 (the
"Letter of Transmittal"), this form or one substantially equivalent hereto must
be used to accept the Exchange Offer (as defined below) of the Issuer if: (i)
certificates for the above-referenced notes (the "Original Notes") are not
immediately available, (ii) time will not permit all required documents to reach
the Exchange Agent (as defined below) on or prior to the Expiration Date (as
defined in the Prospectus) or (iii) the procedures for book-entry transfer
cannot be completed on or prior to the Expiration Date. Such form may be
delivered by hand or transmitted by telegram, telex, facsimile transmission or
letter to the Exchange Agent.
TO: STATE STREET BANK AND TRUST COMPANY (THE "EXCHANGE AGENT")
For Information by Telephone:
(800) 531-0368
By Registered or Certified Mail: By Hand or Overnight Delivery Service:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 778 Fourth Floor
Boston, MA 02102-0078 Two International Place
Boston, MA 02110
By Facsimile Transmission (for Eligible Institutions Only):
(617) 664-5739
(Facsimile confirmation)
(617) 664-5456
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR NUMBER OTHER THAN THOSE SHOWN
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms and conditions
set forth in the Prospectus and the Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the
principal amount of Original Notes set forth below pursuant to the guaranteed
delivery procedures described in the Prospectus and the Letter of Transmittal.
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on , 1998, unless extended
by the Issuer. With respect to the Exchange Offer, "Expiration Date" means such
time and date, or if the Exchange Offer is extended, the latest time and date to
which the Exchange Offer is so extended by the Issuer.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of
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Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
DESCRIPTION OF ORIGINAL NOTES TENDERED
AGGREGATE PRINCIPAL
AMOUNT
CERTIFICATE NUMBER(S) (IF KNOWN) OF ORIGINAL NOTES OR REPRESENTED BY PRINCIPAL AMOUNT
ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY OLD NOTES TENDERED
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Total:
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PLEASE SIGN AND COMPLETE Signature(s):
- --------------------------------------------- Name(s):
Capacity (full
title), if signing
Address: in a representative
(Zip Code) capacity:
Area Code and Telephone Number:
Taxpayer
Identification or
Social
Dated: ------------------------------ Security Number:
GUARANTEE OF DELIVERY
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended, hereby guarantees (a) that the above-named person(s) own(s)
the above-described securities tendered hereby within the meaning of Rule 10b-4
under the Securities Exchange Act of 1934, (b) that such tender of the
above-described securities complies with Rule 10b-4, and (c) that delivery to
the Exchange Agent of certificates tendered hereby, in proper form for transfer,
or delivery of such certificates pursuant to the procedure for book-entry
transfer, in either case with delivery of a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other required documents,
is being made within three Nasdaq National Market trading days after the date of
execution of a Notice of Guaranteed Delivery of the above-named person.
(Name of Firm)
Sign here:
(Authorized Signature)
Name:
(Please Type or Print)
(Area Code and Telephone Number)
Address Zip Code ______________
Dated: , 1998
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