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Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
RAILAMERICA TRANSPORTATION CORP.
OFFER TO EXCHANGE ITS
REGISTERED 12-7/8% SENIOR SUBORDINATED
NOTES DUE 2010
FOR ANY AND ALL OF ITS
OUTSTANDING 12-7/8% SENIOR SUBORDINATED
NOTES DUE 2010
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) 12-7/8% Senior Subordinated
Notes due 2010 (the "Outstanding Notes") are not immediately available, (ii)
Outstanding Notes, the Letter of Transmittal and all other required documents
cannot be delivered to Wells Fargo Bank Minnesota, N.A. (the "Exchange Agent")
on or prior to the Expiration Date (as defined in the Company's Prospectus dated
September 25, 2000, as amended or supplemented from time to time, the
"Prospectus") 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 -- Procedures for
Tendering -- Guaranteed Delivery Procedures" in the Prospectus. In addition, in
order to utilize the guaranteed delivery procedure to tender Outstanding Notes
pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal relating to the Outstanding Notes (or facsimile thereof) must also
be received by the Exchange Agent on or prior to 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:
WELLS FARGO BANK MINNESOTA, N.A.
BY REGISTERED OR CERTIFIED MAIL:
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST OPERATIONS
MAC N9303-121
P.O. BOX 1517
MINNEAPOLIS, MN 55480
BY REGULAR MAIL OR OVERNIGHT COURIER:
WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST OPERATIONS
MAC N9303-121
SIXTH 7 MARQUETTE AVENUE
MINNEAPOLIS, MN 55479
IN PERSON, BY HAND ONLY:
WELLS FARGO BANK MINNESOTA, N.A.
12TH FLOOR - NORTHSTAR EAST BUILDING
CORPORATE TRUST SERVICES
608 SECOND AVENUE SOUTH
MINNEAPOLIS, MN
ATTENTION: CORPORATE TRUST OPERATIONS
FACSIMILE TRANSMISSIONS TO CONFIRM BY TELEPHONE
(ELIGIBLE INSTITUTIONS ONLY): OR FOR INFORMATION CALL:
(616) 667-4927 (800) 344-5128
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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.
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Ladies and Gentlemen:
The undersigned hereby tenders to RailAmerica Transportation Corp., a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Company's Prospectus dated September 25, 2000 (as
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 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 -- Procedures for
Tendering -- Guaranteed Delivery Procedures."
Aggregate Principal Amount Name(s) of Registered Holder(s):_______________
Amount Tendered: $________*
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Certificate No(s) (if
available):
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$
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(Total Principal Amount Represented by Outstanding Notes Certificate(s))
If Outstanding Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:
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Date:
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* Must be in minimum denominations of $1,000 principal amount and integral
multiples of $1,000 in excess thereof.
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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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PLEASE SIGN HERE
X
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X
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Signature(s) of Owner(s) or Date
Authorized Signatory
Area Code and Telephone Number:
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Must be signed by the holder(s) of the Outstanding Notes as their
name(s) appear(s) on certificates for Outstanding Notes 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
and, unless waived by the Company, provide proper evidence satisfactory to the
Company of such person's authority to so act.
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Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE OF DELIVERY
(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, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (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 Outstanding Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Outstanding Notes to the
Exchange Agent's account at The Depository 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 three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Outstanding Notes 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.
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Name of Firm Authorized Signature
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Address Title
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Zip Code (Please Type or Print Name)
Area Code and Telephone No. Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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