X0306 4 2012-10-01 1 0000887637 RAILAMERICA INC /DE RA 0001380393 Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001473785 RR Acquisition Holding LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001245521 FIG LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001387344 Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001387345 FIG Corp. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 0001474122 RR Acquisition MM LLC 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 1 0 Common Stock, par value $0.01 per share 2012-10-01 4 S 0 30350000 27.50 D 0 I By RR Acquisition Holding LLC RR Acquisition Holding LLC is wholly-owned by Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D) L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P. and Fortress Investment Fund IV (Coinvestment Fund G) L.P. (collectively, the "Fund IV Funds"). RR Acquisition MM LLC is the managing member of RR Acquisition Holding LLC. RR Acquisition MM LLC is wholly-owned by the Fund IV Funds. (Continued in Footnote 2) (Continued from Footnote 1) FIG LLC is the investment manager of each of the Fund IV Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress Investment Group LLC. /s/ David N. Brooks, as Secretary of Fortress Investment Group LLC 2012-10-01 /s/ John Morrissey, as Chief Financial Officer of RR Acquisition MM LLC, Managing Member of RR Acquisition Holding LLC 2012-10-01 /s/ David N. Brooks, as Secretary of FIG LLC 2012-10-01 /s/ David N. Brooks, as Secretary of Fortress Operating Entity I LP 2012-10-01 /s/ David N. Brooks, as Secretary of FIG Corp. 2012-10-01 /s/ John Morrissey, as Chief Financial Officer of RR Acquisition MM LLC 2012-10-01