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EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
12 1/2% Senior Notes due 2008 of
QUEEN SAND RESOURCES, INC.
A DELAWARE CORPORATION
and the Guarantees thereof by
QUEEN SAND RESOURCES, INC., A NEVADA CORPORATION
CORRIDA RESOURCES, INC., A NEVADA CORPORATION
NORTHLAND OPERATING CO., A NEVADA CORPORATION
Pursuant to the Prospectus dated ______________, 1998
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ___________________, 1998 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE
OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE
LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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The Exchange Agent is:
Harris Trust and Savings Bank
By Registered or Certified Mail: By Overnight or Hand Delivery:
Harris Trust and Savings Bank Harris Trust and Savings Bank
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
Attn:___________________________ Attn:___________________________
By Facsimile: By Telephone:
(___)___________________________ (___)___________________________
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
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The undersigned acknowledges receipt of the Prospectus dated
_________________________, 1998 (the "Prospectus") of Queen Sand Resources,
Inc., a Delaware corporation (the "Company"), and Queen Sand Resources, Inc., a
Nevada corporation, Corrida Resources, Inc. and Northland Operating Co., a
Nevada corporation (collectively, the "Guarantors"), and this Letter of
Transmittal (the "Letter of Transmittal"), which, together with the Prospectus,
constitutes the Company's and the Guarantors' offer (the "Exchange Offer") to
exchange $1,000 principal amount of its 12 1/2% Senior Notes due 2008 and the
guarantees thereof (the "New Notes") for each $1,000 principal amount of its
outstanding 12 1/2% Senior Notes due 2008 and the guarantees thereof (the "Old
Notes"). Recipients of the Prospectus should read the requirements described in
such Prospectus with respect to eligibility to participate in the Exchange
Offer. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
The undersigned hereby tenders the Old Notes described in the box
entitled "Description of Old Notes" below pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal. The undersigned is
the registered owner of all the Old Notes and the undersigned represents that it
has received from each beneficial owner of Old Notes ("Beneficial Owners") a
duly completed and executed form of "Instruction to Registered Holder from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
This Letter of Transmittal is to be used only by a holder of Old
Notes (i) if certificates representing Old Notes are to be forwarded herewith or
(ii) if delivery of Old Notes is to be made by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company (the "Depository"),
pursuant to the procedures set forth in the section of the Prospectus entitled
"The Exchange Offer -- Procedures for Tendering." If delivery of the Old Notes
is to be made by book-entry transfer to the account maintained by the Exchange
Agent at the Depository, this Letter of Transmittal need not be manually
executed; provided, however, that tenders of the Old Notes must be effected in
accordance with the procedures mandated by the Depository's Automated Tender
Offer Program and the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Book Entry Transfer."
The undersigned hereby represents and warrants that the information
set forth in the box entitled "Beneficial Owner(s)" is true and correct.
Any Beneficial Owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Old Notes promptly and
instruct such registered holder of Old Notes to tender on behalf of the
Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf,
such Beneficial Owner must, prior to completing and executing this Letter of
Transmittal and delivering its Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such Beneficial Owner's name or obtain
a properly completed bond power from the registered holder of Old Notes. The
transfer of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder
of Old Notes must (i) complete the box entitled "Description of Old Notes," (ii)
if appropriate, check and complete the boxes relating to book-entry transfer,
guaranteed delivery, Special Issuance Instructions and Special Delivery
Instructions, (iii) sign the Letter of Transmittal by completing the box
entitled "Sign Here" and (iv) complete the Substitute Form W-9. Each holder of
Old Notes should carefully read the detailed instructions below prior to
completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for
exchange and (i) whose Old Notes are not immediately available, (ii) who cannot
deliver their Old Notes and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date or (iii) who are unable to complete the
procedure for book-entry transfer on a timely basis, must tender the Old Notes
pursuant to the guaranteed delivery procedures set forth in the section of the
Prospectus entitled "The
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Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2 of the
Instructions beginning on page 10 hereof.
Holders of Old Notes who wish to tender their Old Notes for exchange
must, at a minimum, complete columns (1), (2), if applicable (see footnote 1
below), and (3) in the box below entitled "Description of Old Notes" and sign
the box on page 9 under the words "Sign Here." If only those columns are
completed, such holder of Old Notes will have tendered for exchange all Old
Notes listed in column (3) below. If the holder of Old Notes wishes to tender
for exchange less than all of such Old Notes, column (4) must be completed in
full. In such case, such holder of Old Notes should refer to Instruction 5 on
page 11.
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DESCRIPTION OF OLD NOTES
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(1) (2) (3) (4)
Principal Amount
Tendered for
Name(s) and Address(es) of Exchange (only if
Registered Holder(s) of Old different amount
Notes(s), exactly as name(s) Old Note Number(s) from column (3))
appear(s) on Old Note Certificate(s) (Attach signed List Aggregate (must be in integral
(Please fill in, if blank) if necessary)(1) Principal Amount multiples of $1,000)(2)
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(1) Column (2) need not be completed by holders of Old Notes tendering Old
Notes for exchange by book-entry transfer. Please check the appropriate
box on the next page and provide the requested information.
(2) Column (4) need not be completed by holders of Old Notes who wish to
tender for exchange the principal amount of Old Notes listed in column
(3). Completion of column (4) will indicate that the holder of Old Notes
wishes to tender for exchange only the principal amount of Old Notes
indicated in column (4).
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DEPOSITORY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS
(AS HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution: __________________________________
Account of Number: __________________________________
Transaction Code Number: __________________________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Old Note(s): _____________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________
Name of Institution which Guaranteed Delivery: ________________________
Account Number (if delivered by book-entry transfer): _________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name: _________________________________________________________________
Address: ______________________________________________________________
_______________________________________________________________________
Number of Additional Copies Desired: __________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1,6, 7 and 8)
To be completed ONLY (i) if the New Notes issued in exchange for Old
Notes (or if certificates for Old Notes not tendered for exchange for New Notes
or Old Notes) are to be issued in the name of someone other than the undersigned
or (ii) if Old Notes tendered by book-entry transfer which are not exchanged are
to be returned by credit to an account maintained at the Depository.
Issue to:
Name __________________________________________________________________________
(Please Print)
Address _______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Tax Identification or Social Security No.)
Credit Old Notes not exchanged and delivered by book-entry transfer to
the Depository account set forth below:
_______________________________________________________________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if the New Notes issued in exchange for Old Notes
(or if certificates for Old Notes not tendered for exchange for New Notes or Old
Notes) are to be mailed or delivered (i) to someone other than the undersigned,
or (ii) the undersigned at an address other than the address shown below the
undersigned's signature.
Mail or deliver to:
Name __________________________________________________________________________
(Please Print)
Address _______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Tax Identification or Social Security No.)
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_____________________________________________________________________________________________
BENEFICIAL OWNER(S)
_____________________________________________________________________________________________
State of Principal Residence of Each Beneficial Principal Amount of Old Notes Held for
Owner of Old Notes Account of Beneficial Owner(s)
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
If delivery of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at the Depository, then tenders of Old
Notes must be effected in accordance with the procedures mandated by the
Depository's Automated Tender Offer Program and the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Book-Entry Transfer."
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Pursuant to the offer by Queen Sand Resources, Inc., a Delaware
corporation (the "Company"), and Queen Sand Resources, Inc., a Nevada
corporation, Corrida Resources, Inc. and Northland Operating Co., a Nevada
corporation (collectively, the "Guarantors"), upon the terms and subject to the
conditions set forth in the Prospectus dated _________________, 1998 (the
"Prospectus") and this Letter of Transmittal (the "Letter of Transmittal"),
which, together with the Prospectus, constitutes the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 12 1/2% Senior
Notes due 2008 and the guarantees thereof (the "New Notes") for each $1,000
principal amount of its outstanding 12 1/2% Senior Notes due 2008 and the
guarantees thereof (the "Old Notes"). The undersigned hereby tenders to the
Company and the Guarantors for exchange the Old Notes indicated above.
By executing this Letter of Transmittal and subject to and effective
upon acceptance for exchange of the Old Notes tendered for exchange herewith,
the undersigned (A) acknowledges and agrees that all of the rights of such
undersigned pursuant to that certain Registration Rights Agreement, dated as of
July 8, 1998, among the Company, the Guarantors and the Initial Purchasers (as
defined in the Prospectus), will have been satisfied and extinguished in all
respects and (B) will have irrevocably sold, assigned, transferred and
exchanged, to the Company and the Guarantors, all right, title and interest in,
to and under all of the Old Notes tendered for exchange hereby, and hereby
appoints Harris Trust and Savings Bank (the "Exchange Agent") as the true and
lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent
also acts as agent of the Company and the Guarantors) of such holder of Old
Notes with respect to such Old Notes, with full power of substitution to (i)
deliver certificates representing such Old Notes, or transfer ownership of such
Old Notes on the account books maintained by The Depository Trust Company (the
"Depository") (together, in any such case, with all accompanying evidences of
transfer and authenticity), to the Company, (ii) present and deliver such Old
Notes for transfer on the books of the Company and (iii) receive all benefits
and otherwise exercise all rights and incidents of beneficial ownership with
respect to such Old Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the
undersigned is the owner of the Old Notes, (ii) the undersigned has a net long
position within the meaning of Rule 14c-4 ("Rule 14c-4") under the Securities
Exchange Act of 1934, as amended, equal to or greater than the principal amount
of Old Notes tendered hereby, (iii) the tender of such Old Notes complies with
Rule 14c-4 (to the extent that Rule 14c-4 is applicable to such exchange), (iv)
the undersigned has full power and authority to tender, exchange, assign and
transfer the Old Notes and (v) when such Old Notes are accepted for exchange by
the Company and the Guarantors, the Company and the Guarantors will acquire good
and marketable title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. The undersigned will,
upon receipt, execute and deliver any additional documents deemed by the
Exchange Agent, the Company or the Guarantors to be necessary or desirable to
complete the exchange, assignment and transfer of the Old Notes tendered for
exchange hereby.
The undersigned hereby further represents to the Company and the
Guarantors that (i) the New Notes to be acquired by the undersigned in exchange
for the Old Notes tendered hereby and any beneficial owner(s) of such Old Notes
in connection with the Exchange Offer will be acquired by the undersigned and
such beneficial owner(s) in the ordinary course of business of the undersigned,
(ii) the undersigned (if not a broker-dealer referred to in the last sentence of
this paragraph) is not engaging and does not intend to engage in the
distribution of the New Notes, (iii) the undersigned has no arrangement or
understanding with any person to participate in the distribution of the New
Notes,
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(iv) the undersigned and each beneficial owner acknowledge and agree that any
person participating in the Exchange Offer for the purpose of distributing the
New Notes must comply with the registration and prospectus delivery requirements
of the Securities Act of 1933, as amended (the "Securities Act"), in connection
with a secondary resale transaction of the New Notes acquired by such person and
cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in certain no-action letters, (v) the
undersigned and each beneficial owner understand that a secondary resale
transaction described in clause (iv) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (vi) neither the undersigned nor any beneficial owner is an
"affiliate" of the Company, as defined under Rule 405 under the Securities Act.
If the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes that were acquired as a result of market
making activities or other trading activities, it acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes received in respect of such Old
Notes pursuant to the Exchange Offer; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, the Company and the Guarantors
will be deemed to have accepted for exchange, and to have exchanged, validly
tendered Old Notes, if, as and when the Company gives oral or written notice
thereof to the Exchange Agent. Tenders of Old Notes for exchange may be
withdrawn at any time prior to 5:00 p.m. New York City time, on ______________,
1998 (the "Expiration Date"). See "The Exchange Offer -- Withdrawal of Tenders"
in the Prospectus. Any Old Notes tendered by the undersigned and not accepted
for exchange will be returned to the undersigned at the address set forth above
unless otherwise indicated in the box above entitled "Special Delivery
Instructions."
The undersigned acknowledges that the Company's and the Guarantors'
acceptance of Old Notes validly tendered for exchange pursuant to any one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer" and in the instructions hereto will constitute a binding agreement among
the undersigned, the Company and the Guarantors upon the terms and subject to
the conditions of the Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Old Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for Old
Notes not tendered or exchanged (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that both "Special Issuance Instructions" and "Special Delivery
Instructions are completed, please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange in the name(s)
of, and return any Old Notes not tendered for exchange or not exchanged to, the
person(s) so indicated. The undersigned recognizes that the Company and the
Guarantors have no obligation pursuant to the "Special Issuance Instructions"
and "Special Delivery Instructions" to transfer any Old Notes from the name of
the holder of Old Note(s) thereof if the Company and the Guarantors do not
accept for exchange any of the Old Notes so tendered for exchange or if such
transfer would not be in compliance with any transfer restrictions applicable to
such Old Note(s).
In order to validly tender Old Notes for exchange, holders of Old
Notes must complete, execute and deliver this Letter of Transmittal.
Except as stated in the Prospectus, all authority herein conferred
or agreed to be conferred shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Prospectus, this tender for
exchange of Old Notes is irrevocable.
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SIGN HERE
_______________________________________________________________________________
(Signature(s) of Owner(s))
Date: ___________________________, 1998
Must be signed by the registered holder(s) of Old Notes exactly as
name(s) appear(s) on certificate(s) representing the Old Notes or on a security
position listing or by person(s) authorized to become registered Old Note
holder(s) by certificates and documents transmitted herewith. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the following information (See Instruction 6).
Name(s): ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity (full title): ________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. (___) _____________________________________________
Tax Identification or Social Security Nos:_____________________________________
Please complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
Authorized Signature:__________________________________________________________
Dated:_________________________________________________________________________
Name and Title:________________________________________________________________
(Please Print)
Name of Firm:__________________________________________________________________
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is an "eligible guarantor institution" within the meaning of Rule l7Ad-15
under the Securities Exchange Act of 1934, as amended, which is a member of one
of the following recognized Signature Guarantee Programs (an "Eligible
Institution"):
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program (MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Old Notes
tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Old Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders of
Old Notes (i) if certificates are to be forwarded herewith or (ii) if tenders
are to be made pursuant to the procedures for tender by book-entry transfer of
guaranteed delivery set forth in the section of the Prospectus entitled "The
Exchange Offer." Certificates for all physically tendered Old Notes or any
confirmation of a book-entry transfer (a "Book-Entry Confirmation"), as well as
a properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth on
the cover of this Letter of Transmittal prior to 5:00 p.m., New York City time,
on the Expiration Date. Holders of Old Notes who elect to tender Old Notes and
(i) whose Old Notes are not immediately available, (ii) who cannot deliver the
Letter of Transmittal, Old Notes or other required documents to the Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration Date or (iii)
who are unable to complete the procedure for book-entry transfer on a timely
basis, may have such tender effected if: (a) such tender is made by or through
an Eligible Institution, (b) prior to 5:00 p.m., New York City time, on the
Expiration Date, the Exchange Agent has received from such Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery (by
facsimile transmission, mail or hand delivery) setting forth the name and
address of the holder of such Old Notes, the certificate number(s) of such Old
Notes and the principal amount of Old Notes tendered for exchange, stating that
tender is being made thereby and guaranteeing that, within five New York Stock
Exchange trading days after the Expiration Date, this Letter of Transmittal (or
a manually executed facsimile thereof), properly completed and duly executed,
the certificates representing such Old Notes (or a Book-Entry Confirmation), in
proper form for transfer, and any other documents required by this Letter of
Transmittal, will be deposited by such Eligible Institution with the Exchange
Agent, and (c) a properly completed and duly executed Letter of Transmittal (or
a manually executed facsimile thereof) with certificates for all tendered Old
Notes, or a Book-Entry Confirmation, and any other documents required by this
Letter of Transmittal are received by the Exchange Agent within five New York
Stock Exchange trading days after the Expiration Date.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER
OF OLD NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
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NEITHER THIS LETTER OF TRANSMITTAL NOR ANY OLD NOTES SHOULD BE SENT TO THE
COMPANY OR THE GUARANTORS.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers and
principal amounts of the Old Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date by delivery of written
notice of withdrawal to the Exchange Agent at the address set forth on the cover
of this Letter of Transmittal. To be effective, a notice of withdrawal of Old
Notes must (i) specify the name of the person who tendered the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the certificate number or numbers and aggregate principal amount of
such Old Notes), (iii) be signed by the holder of Old Notes in the same manner
as the original signature on the Letter of Transmittal by which such Old Notes
were tendered (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the applicable transfer agent register
the transfer of such Old Notes into the name of the person withdrawing the
tender, and (iv) be received by the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date. Withdrawals of tenders of Old Notes may not
be rescinded, and any Old Notes withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer and no New Notes will be issued with
respect thereto unless the Old Notes so withdrawn are validly retendered.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering" at any time prior to 5:00 p.m., New York City
time, on the Expiration Date.
5. PARTIAL TENDERS. (Not applicable to holders of Old Notes who tender
Old Notes by book-entry transfer). Tenders of Old Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to be
made with respect to less than the entire principal amount of any Old Notes,
fill in the principal amount of Old Notes which are tendered for exchange in
column (4) of the box entitled "Description of Old Notes" on page 3, as more
fully described in the footnotes thereto. In case of a partial tender for
exchange, a new certificate, in fully registered form, for the remainder of the
principal amount of the Old Notes, will be sent to the holders of Old Notes
unless otherwise indicated in the appropriate box on this Letter of Transmittal
as promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS.
(a) The signature(s) of the holder of Old Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the Old
Notes without alternation, enlargement or any change whatsoever.
(b) If tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the holder of the Old
Notes listed and transmitted hereby, no endorsements of Old Notes or separate
powers of attorney are required. If,
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however, Old Notes not tendered or not accepted, are to be issued or returned in
the name of a person other than the holder of Old Notes, then the Old Notes
transmitted hereby must be endorsed or accompanied by appropriate powers of
attorney in a form satisfactory to the Company, in either case signed exactly as
the name(s) of the holder of Old Notes appear(s) on the Old Notes. Signatures on
such Old Notes or powers of attorney must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Old Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Company of their authority so to act must be submitted.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Old Notes listed, the Old Notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly as
the name(s) of the registered holder of Old Notes appear(s) on the certificates.
Signatures on such Old Notes or powers of attorney must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the
Company will pay all transfer taxes, if any, applicable to the transfer and
exchange of Old Notes pursuant to the Exchange Offer. If, however, issuance of
New Notes is to be made to, or Old Notes not tendered for exchange are to be
issued or returned in the name of, any person other than the holder of Old
Notes, and satisfactory evidence of payment of such taxes or exemptions from
taxes therefrom is not submitted with this Letter of Transmittal, the amount of
any transfer taxes payable on account of the transfer to such person will be
imposed on and payable by the holder of Old Notes tendering Old Notes for
exchange prior to the issuance of the New Notes.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes, or if
any Old Notes not tendered for exchange, are to be issued or sent to someone
other than the holder of Old Notes or to an address other than that shown above,
the appropriate boxes on this Letter of Transmittal should be completed. Holders
of Old Notes tendering Old Notes by book-entry transfer may request that Old
Notes not accepted be credited to such account maintained at the Depository as
such holder of Old Notes may designate.
9. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including time of receipt), acceptance and withdrawal of
Old Notes will be determined by the Company, in its sole discretion, whose
determination shall be final and binding. The Company reserves the absolute
right to reject any or all tenders for exchange of any particular Old Notes that
are not in proper form, or the acceptance of which would, in the opinion of the
Company (or its counsel), be unlawful. The Company reserves the absolute right
to waive any defect, irregularity or condition of tender for exchange with
regard to any particular Old Notes. The Company's interpretation of the term of,
and conditions to, the Exchange Offer (including the instructions herein) will
be final and binding. Unless waived, any defects or irregularities in connection
with the Exchange Offer must be cured within such time as the Company shall
determine. Neither the Company, the Guarantors, the Exchange Agent nor any other
person shall be under any duty to give notice of any defects or irregularities
in Old Notes tendered for exchange, nor shall any of them incur any liability
for failure to give such notice. A tender of Old Notes will not be deemed to
have been made until all defects and irregularities with respect to such tender
have been cured or waived. Any Old Notes received by the Exchange Agent that are
not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
holders, unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.
10. WAIVER OF CONDITION. The Company and the Guarantors reserve the
absolute right to waive, amend or modify certain of the specified conditions as
described under "The Exchange
12
13
Offer--Conditions" in the Prospectus in the case of any Old Notes tendered
(except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If a holder of Old
Notes desires to tender Old Notes pursuant to the Exchange Offer, but any of
such Old Notes has been mutilated, lost, stolen or destroyed, such holder of Old
Notes should write to or telephone the Trustee at the address listed below,
concerning the procedures for obtaining replacement certificates for such Old
Notes, arranging for indemnification or any other matter that requires handling
by the Trustee:
Harris Trust and Savings Bank
_____________________________
_____________________________
_____________________________
_____________________________
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for
information or for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal.
IMPORTANT: This Letter of Transmittal (or a facsimile thereof, if
applicable) together with certificates, or confirmation of book-entry or the
Notice of Guaranteed Delivery, and all other required documents must be received
by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Old Notes whose
tendered Old Notes are accepted for exchange may be subject to backup
withholding unless the holder provides the Company (as payor), through the
Exchange Agent, with either (i) such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder of Old Notes is
awaiting a TIN) and that (A) the holder of Old Notes has not been notified by
the Internal Revenue Service that he or she is subject to backup withholding as
a result of a failure to report all interest or dividends or (B) the Internal
Revenue Service has notified the holder of Old Notes that he or she is no longer
subject to backup withholding, or (ii) an adequate basis for exemption from
backup withholding. If such holder of Old Notes is an individual, the TIN is
such holder's social security number. If the Exchange Agent is not provided with
the correct TIN, the holder of Old Notes may be subject to certain penalties
imposed by the Internal Revenue Service.
Certain holders of Old Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt holders of Old Notes should indicate their exempt
status on Substitute Form W-9. A foreign individual may quality as an exempt
recipient by submitting to the Exchange Agent a properly completed Internal
Revenue Service Form W-8 (the terms of which the Exchange Agent will provide
upon request) signed under penalty of perjury, attesting to the holder's exempt
status. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (the "Guidelines") for additional instructions.
If backup withholding applies, the Company is required to withhold 31%
of any payment made to the holder of Old Notes or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
13
14
The holder of Old Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Old Notes. If the Old Notes are held in more than one name or are
not held in the name of the actual owner, consult the enclosed guidelines for
additional guidance regarding which number to report.
- ----------------------------------------------------------------------------------------------------
PAYER'S NAME: Harris Trust and Savings Bank
- ----------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR ______________________________
TIN IN THE BOX AT RIGHT AND Social Security Number
Form W-9 CERTIFY BY SIGNING AND
DATING BELOW
Department of the Treasury OR
Internal Revenue Service
______________________________
Payer's Request for Taxpayer Employer Identification Number
Identification Number (TIN) -------------------------------------------------------------------
Part 2 - Part 3 -
Certification Under Penalties of
Perjury, I certify that:
(1) The number shown on this Awaiting TIN [ ]
form is my correct taxpayer
identification number (or I am
waiting for a number to be
issued to me); and
(2) I am not subject to backup
withholding either because I
have not been notified by the
Internal Revenue Service (the
"IRS") that I am subject to
backup withholding as a result
of a failure to report all
interest or dividends, or the
IRS has notified me that I am
no longer subject to backup
withholding.
-------------------------------------------------------------------
Certificate instructions - You must cross out item (2) in Part 2
above if you have been notified by the IRS that you are subject
to backup withholding because of under reporting interest or
dividends on your tax return. However, if after being notified
by the IRS that you are subject to backup withholding you
received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item
(2).
SIGNATURE _____________________________________ DATE ______________
NAME ______________________________________________________________
ADDRESS ___________________________________________________________
CITY _________________________ STATE ___________ ZIP CODE _________
- ----------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14
15
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
PAYER'S NAME: Harris Trust and Savings Bank
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Officer or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
________________________________________________________ ____________
Signature Date
15
16
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
12 1/2% SENIOR NOTES DUE 2008 OF QUEEN SAND RESOURCES, INC.
The undersigned hereby acknowledges receipt of the Prospectus dated ___________,
1998 (the "Prospectus") of Queen Sand Resources, Inc., a Delaware corporation
(the "Company"), and Queen Sand Resources, Inc., a Nevada corporation, Corrida
Resources, Inc. and Northland Operating Co., Inc., a Nevada corporation
(collectively, the "Guarantors"), and the accompanying Letter of Transmittal
(the "Letter of Transmittal"), that together constitute the Company's and the
Guarantors' offer (the "Exchange Offer"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken by
you relating to the Exchange Offer with respect to the 12 1/2% Senior Notes due
2008 and the guarantees thereof (the "Old Notes") held by you for the account of
the undersigned.
The aggregate face amount of the Old Notes held by you for the account of the
undersigned is (fill in amount):
$ _________________ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you (check
appropriate box):
[ ]
To TENDER the following Old Notes held by you for the account of the undersigned
(insert principal amount of Old Notes to be tendered, if any):
$ _________________ of the Old Notes.
[ ]
NOT to TENDER any Old Notes held by you for the account of the undersigned.
If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Old Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state) __________________ (ii) the undersigned is acquiring the New
Notes in the ordinary course of business of the undersigned, (iii) the
undersigned is not participating, does not intend to participate, and has no
arrangement or understanding with any person to participate, in the distribution
of New Notes, (iv) the undersigned acknowledges that any person participating in
the Exchange Offer for the purpose of distributing the New Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933, as amended, in connection with any resale transaction of the New Notes
acquired by such person and cannot rely on the position of the Staff of the
Securities and Exchange Commission set forth in certain no-action letters (See
the section of the Prospectus entitled "The Exchange Offer -- Purpose and
Effect"), (v) the undersigned understands that a secondary resale transaction
described in clause (iv) above should be covered by an effective registration
statement containing the selling securityholder information required by Item 507
or Item 508, if applicable, of Regulation S-K of the Commission, (vi) the
undersigned is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company, (vii) if the undersigned is not a broker-dealer, the
undesigned represents that it is not engaged in, and does not intend to engage
in, a distribution of New Notes, (viii) if the undersigned is a broker-dealer
that will receive New Notes for its own account in exchange for Old Notes, it
represents that the Old Notes to be exchanged for New Notes were acquired by it
as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
SIGN HERE
Name of Beneficial Owner(s) (please print): ___________________________________
Signature(s): _________________________________________________________________
Address: ______________________________________________________________________
Telephone Number: _____________________________________________________________
Taxpayer Identification or Social Security Number: ____________________________
Date: _________________________________________________________________________
16
17
NOTICE OF GUARANTEED DELIVERY
With Respect to
12 1/2% Senior Notes due 2008 of
QUEEN SAND RESOURCES, INC.
A DELAWARE CORPORATION
and the Guarantees thereof by
QUEEN SAND RESOURCES, INC., A NEVADA CORPORATION
CORRIDA RESOURCES, INC., A NEVADA CORPORATION
NORTHLAND OPERATING CO., A NEVADA CORPORATION
This form must be used by a holder of 12 1/2% Senior Notes due 2008
and the guarantees thereof (the "Old Notes") of Queen Sand Resources, Inc., a
Delaware corporation (the "Company"), and Queen Sand Resources, Inc., a Nevada
corporation, Corrida Resources, Inc., a Nevada corporation, and Northland
Operating Co., a Nevada corporation (collectively, the "Guarantors"), who wishes
to tender Old Notes to the Exchange Agent in exchange for 12 1/2 Senior Notes
due 2008 and the guarantees thereof (the "New Notes") pursuant to the guaranteed
delivery procedures described in the "The Exchange Offer -- Guaranteed Delivery
Procedures" of the Prospectus, dated __________, 1998 (the "Prospectus"), and in
Instruction 2 to the related Letter of Transmittal. Any holder who wishes to
tender Old Notes pursuant to such guaranteed delivery procedures must ensure
that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms not defined herein have
the meanings ascribed to them in the Prospectus or the Letter of Transmittal.
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
To: Harris Trust and Savings Bank
(the "Exchange Agent")
By Registered or Certified Mail:
Harris Trust and Savings Bank
_________________________________
_________________________________
Attn: ___________________________
By Overnight or Hand Delivery:
Harris Trust and Savings Bank
_________________________________
_________________________________
_________________________________
Attn: ___________________________
By Facsimile: ( )________________
By Telephone: ( )________________
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature
on the 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.
18
LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company and the Guarantors,
upon the terms and subject to the conditions set forth in the Prospectus and the
related Letter of Transmittal, receipt of which is hereby acknowledged, the
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus and in Instruction 2 of the
Letter of Transmittal.
The undersigned hereby tenders the Old Notes listed below:
- ------------------------------------------------------------------------------------------------------------
Certificate Number(s) (if known) of Old Notes or Aggregate Principal Aggregate Principal
Account Number at the Book-Entry Facility Amount Represented Amount Tendered
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or Date: ______________________________, 1998
Authorized Signatory: __________________________________ Address: _________________________________
________________________________________________________ __________________________________________
________________________________________________________ Area Code and Telephone No.: _____________
Name of Registered Holder(s):
________________________________________________________
________________________________________________________
________________________________________________________
- --------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as their name(s) appear on certificates for Old Notes or on a security
position listing as the owner of Old 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): ___________________________________________________________________
________________________________________________________________________________
-2-
19
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the Old Notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility described
in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures" and in the Letter of Transmittal) and any other required documents,
all by 5:00 p.m., New York City time, on the fifth New York Stock Exchange
trading day following the Expiration Date.
Name of Firm: ___________________________ __________________________________
Authorized Signature
Address: ________________________________
_________________________________________ __________________________________
Area Code and Telephone No.: ____________ Title: ___________________________
Date: ______________________, 1998
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, AN EXECUTED LETTER OF TRANSMITTAL.
-3-
20
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange Agent is at
the election and sole risk of the holder, and the delivery will be deemed made
only when actually received by the Exchange Agent. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
As an alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Old Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Old Notes, the signature must correspond with the name
shown on the security position listing as the owner of the Old Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Old Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Old Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company and the Guarantors of such person's authority to so
act.
3. Requests for Assistance or Additional Copies. Question and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
-4-