Exhibit 99.2
WAM!NET Inc.
Exchange Offer
to holders of their
13 1/4% Senior Discount Notes due 2005, Series A
NOTICE OF GUARANTEED DELIVERY
As set forth in the Prospectus dated ________ __, 1998 (the "Prospectus")
of WAM!NET Inc. ("WAM!NET" or the "Issuer"), and all of the subsidiaries of the
Issuer under "The Exchange Offer -- How to Tender" and in the Letter of
Transmittal (the "Letter of Transmittal") relating to the offer (the "Exchange
Offer") by the Issuer to exchange up to $208,530,000 in principal amount of
their 13 1/4% Senior Discount Notes due 2005, Series A issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Original Notes"), for $208,530,000 in principal amount of their
13 1/4% Senior Discount Notes due 2005, Series B (the "Exchange Notes"), this
form or one substantially equivalent hereto must be used to accept the Exchange
Offer of the Issuer if: (i) certificates for the Original Notes are not
immediately available; or (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) of the Exchange Offer. Such form may be delivered
by hand or transmitted by telegram, telex, facsimile transmission or letter to
the Exchange Agent.
TO: U.S. BANK TRUST NATIONAL ASSOCIATION (f/k/a First Trust National
Association) (the "Exchange Agent")
By Facsimile:
(612) 244-1537
Attention: Specialized Finance
Confirm by telephone:
(612) 244-1572
By Registered or Certified Mail:
U.S. Bank Trust National Association
180 East 5th Street
St. Paul, Minnesota 55101
Attention: Specialized Finance, 4th Floor
By Hand/Overnight Courier:
U.S. Bank Trust National Association
180 East 5th Street
St. Paul, Minnesota 55101
Attention: Specialized Finance, 4th Floor
or
U.S. Bank Trust New York
(f/k/a First Trust National Association)
100 Wall Street
Bond Window, 20th Floor
New York, New York 10005
Delivery of this instrument to an address other than
as set forth above or transmittal of this instrument to
a facsimile or telex number other than as set forth
above does not constitute a valid delivery.
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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 procedure described in the Prospectus and the Letter of
Transmittal.
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Principal Amount of Original Notes Sign Here
Tendered Signature(s)
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Certificate Nos. Please Print the Following Information
(if available)
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Name(s)
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Total Principal Amount Address
Represented by Original Notes -------------------------
Certificate(s) --------------------------------
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Area Code and Tel. No(s).
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GUARANTEE
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17A(d)-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees 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
five trading days after the date of execution of a Notice of Guaranteed Delivery
of the above-named person.
Name of Firm
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Authorized Signature
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Name(s)
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Address
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Area Code and Tel. No.
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Dated: _____________, 1998
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