Exhibit 99.7
Letter Agreement dated February 4, 2000 between LSOF Greenbriar and Greenbriar
February 4, 2000
Greenbriar Corporation
Attention: Xxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Re: Preferred Stock Redemption from the Beaverton Land Sale
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Ladies and Gentlemen:
Reference is made to that certain letter agreement (the "Original Redemption
Letter") dated January 31, 2000 between Greenbriar Corporation ("Greenbriar")
and LSOF Greenbriar, L.L.C. ("Lone Star"). In Paragraph 2, of the Original
Redemption Letter, Greenbriar agreed to use all proceeds, after payment of
reasonable out-of-pocket expenses (the "Net Proceeds"), from the Beaverton land
sale to redeem, first, shares of its Series G Senior Non-Voting Convertible
Stock (the "Series G Preferred Stock"), and then, shares of its Series F Senior
Convertible Preferred Stock (the "Series F Preferred Stock," and together with
the Series G Preferred Stock, the "Preferred Stock").
The Beaverton land sale has occurred and Greenbriar has $1 million of Net
Proceeds from such sale. This letter sets forth our understanding of the
agreement between Greenbriar and Lone Star regarding the required redemption of
Preferred Stock for the Beaverton land sale pursuant to Paragraph 2 of the
Original Redemption Letter.
5. Redemption. Greenbriar and Lone Star agree that on February 4, 2000,
Greenbriar will redeem 75,722 shares of Series G Stock, as calculated in
accordance with Exhibit A attached hereto, for an aggregate redemption price of
$1 million. Greenbriar shall issue a new certificate for the balance of the
unredeemed shares after giving effect to the redemption pursuant to Paragraph 1
of the Original Redemption Letter and redemption described in this letter.
6. Original Redemption Letter in Effect. Nothing in this letter shall
be deemed an amendment, release or waiver of the Original Redemption Letter. The
Original Redemption Letter shall remain in full force and effect.
7. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to
principles of conflicts of law.
If the above understanding is satisfactory to Greenbriar, please sign
this letter in the space indicated below and return a signed copy to Lone Star
at the address set forth above, attention: Xxx Xxxxx, whereupon this letter
agreement shall become a binding agreement upon the parties hereto and their
respective survivors and assigns.
LSOF GREENBRIAR, L.L.C.
By: /s/ Xxx X. Xxxxx, Xx.
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Name: Xxx X. Xxxxx, Xx.
Title: Vice President
Acknowledged and Agreed to by:
GREENBRIAR CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
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Exhibit A
Preferred Stock Redemption Calculation:
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Preferred Stock Investment (as of 2/4/00): $20,106,191
20% IRR Lookback (as of 2/4/00): $6,446,388
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Total as of 2/4/00: $26,552,579
Preferred Stock Investment (as % of Total): 75.72%
Pro-Rata Share of Current Redemption Allocated to
Preferred Stock: $757,222
Number of Shares Redeemed (10:1): 75,722
Pro-Rata Share of Current Redemption Allocated to Lookback: $242,778
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