EXHIBIT 99.2
TRANSFER AUTHORIZATION
LETTER OF AUTHORIZATION FOR TRANSFER OF ASSETS FROM EXISTING
ACCOUNT TO NEW ENTITY FOR CONVERSION TO MASTER - FEEDER
STRUCTURE.
The parties to this Assignment and Assumption Agreement are
Sandera Partners, L.P. ("Transferor"), Catalyst Master Fund, L.P.
("Transferee") and Bear, Stearns Securities Corp. ("BSSC").
Transferor is a client of any or all of Bear, Stearns & Co.,
BSSC, Bear Stearns International, Ltd. ("BSIL"), or a Broker-
Dealer that introduces Transferor's account to BSSC, pursuant to
which BSSC clears Transferor's securities, carries Transferor's
account(s), and may finance Transferor's positions (together, the
"Services"). Transferor is also a party to other agreements with
BSSC including but not limited to a certain Professional Account
Agreement (collectively, "Customer Agreements") governing its
account held at BSSC.
Transferee is a client of any or all of Bear, Stearns & Co.,
BSSC, Bear Stearns International, Ltd. ("BSIL"), or a Broker-
Dealer that introduces Transferee's account to BSSC, pursuant to
which BSSC clears Transferee's securities, carries Transferee's
account(s), and may finance Transferee's positions (together, the
"Services"). Transferee is also a party to other agreements with
BSSC including but not limited to a certain Professional Account
Agreement (collectively, "Customer Agreements") governing its
account held at BSSC.
Effective September 8, 1999 (the "Effective Time").
Transferor hereby transfers to Transferee Transferor's right,
title and interest in and to and all obligations and liabilities
indicated below, and any representations, liabilities, and
obligations between Transferor and BSSC (collectively, the
"Obligations") connected with this transfer. Transferee hereby
accepts the foregoing transfer and assumes all of the
Transferor's Obligations to BSSC, its successors and assigns,
existing prior to at the Effective Time for this transfer.
Transferor and Transferee each represents, covenants and
warrants to BSSC as follows: (i) This Transfer and the
performance contemplated hereunder has been fully authorized and
duly executed and delivered by it and constitutes a legal, valid
and binding obligation, enforceable in accordance with its terms;
and (ii) The execution, delivery and performance contemplated
hereunder will not violate any provision of any law applicable to
it, its charter or by-laws, any order of any court or agency or
other governmental instrumentality, or any agreement to which it
is a party or by which any of its properties are bound.
Transferor and Transferee hereby jointly and severally agree
to indemnify and hold harmless BSSC from and against any loss,
liability, damage, claim, cost or expenses (including fees and
expenses of legal counsel) arising out of or incurred in
connection with the effectuation of this Transfer.
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The terms of this Transfer Authorization shall be governed
by and construed in accordance with the laws of the State of New
York, without giving effect to any conflicts of law principles
thereof. Any dispute concerning this Transfer Authorization
shall be submitted to binding arbitration before the New York
Stock Exchange, Inc. unless the transaction which gives rise to
the dispute was effected in another U.S. market which provides
arbitration facilities, in which case it shall be settled by
arbitration under such facilities.
The parties hereto shall signify their consent to the
foregoing by executing below where indicated.
Transferor:
Sandera Partners, L.P.
By: /s/ MARK SCHWARZ
-------------------------------
Mark Schwarz, V.P.
Transferee:
Catalyst Master Fund, L.P.
By: /s/ J.KEITH BENEDICT
--------------------------------
J. Keith Benedict, Director, Catalyst GP, Ltd.
its General Partner
Accepted And Agreed To:
BEAR, STEARNS SECURITIES CORP.
By: __________________________
