EXHIBIT 10.24.2
CONSENT AGREEMENT
This Consent Agreement dated as of August 1, 2001 (this "Agreement"),
is made by and among LSOF Pooled Equity, L.P., a Delaware limited partnership
("Lone Star"), Greenbriar Corporation, a Nevada corporation (the "Company") and
each of the undersigned holders of shares of capital stock (each, a
"Stockholder" and collectively, the "Stockholders") of the Company.
PRELIMINARY STATEMENTS
The Company and Lone Star have entered into a Master Settlement
Agreement (as the same may be amended from time to time, the "Settlement
Agreement"; terms used herein but not defined herein have the meanings set forth
in the Settlement Agreement), which provides that in consideration of the
release of any Claims that Lone Star may have against the Company with respect
to Lone Star's Preferred Stock investment in the Company and the assumption by
Lone Star of the Assumed Liabilities, (i) the Assignors are transferring to
Assignee all of their respective right, title and interest, in and to the
Assigned Assets (the "Assignment"), (ii) the Company will pay to Lone Star
$4,000,000 in immediately available funds, and (iii) for the same consideration,
the Company is also redeeming all of Lone Star's Preferred Stock, any and all of
the Company's common stock into which Lone Star's Preferred Stock was
purportedly converted, together with all of Lone Star's right, title and
interest to any and all claims and rights with respect to its interest as a
stockholder, equity interest holder or otherwise (collectively, the
"Transactions").
The Transactions do not require the approval of the holders of the
majority of shares of the Company's capital stock under applicable law or the
Company's Organizational Documents.
The Stockholders own the shares of the Company common stock, $.01 par
value per share (the "Common Stock"), set forth opposite their respective names
on Exhibit A hereto. As used herein, the term "Shares" includes all shares of
such Common Stock as to which each Stockholder (at any time prior to the
termination of this Agreement) is the beneficial or record owner or is otherwise
able to direct the voting thereof and all securities issued or exchanged with
respect to any such Shares upon any reclassification, recapitalization,
reorganization, merger, consolidation, spin-off, stock split, combination, stock
or other dividend or any other change in the Company's capital structure.
To induce Lone Star to enter into the Settlement Agreement and to
consummate the transactions contemplated thereby, including without limitation,
executing the Mutual Release, the Company has agreed, upon the terms and subject
to the conditions set forth herein, to cause holders of not less than a majority
of the outstanding shares of Common Stock to execute this Agreement.
Page 170 of 200
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties to this
Agreement agree as follows:
1. Consent. Notwithstanding the fact that consent to the Transactions
is not required under applicable law or the Company's Organizational Document,
each Stockholder hereby consents to and approves the terms and conditions of the
Settlement Agreement and the other Transaction Documents, and the consummation
of the transactions contemplated thereby, including without limitation, the
Transactions.
2. Public Filings. In the event that it is subsequently determined that
the Transactions require a vote of the stockholders of any class under
applicable law, the Company agrees to promptly prepare and file an Information
Statement with the Securities and Exchange Commission (the "SEC") and the
Company shall respond as promptly as practicable to any comments of the SEC with
respect thereto. The Company shall give Lone Star a reasonable opportunity to
review, comment on and make reasonable changes to the Information Statement. The
Company shall use its reasonable efforts to cause the Information Statement to
be mailed to the Company's stockholders as promptly as practicable after the
Information Statement is cleared by the SEC. The parties shall notify each other
promptly of the receipt of any comments from the SEC or its staff and of any
request by the SEC or its staff for amendments or supplements to the Information
Statement and shall supply each other with copies of all correspondence between
such party or any of its representatives, on the one hand, and the SEC or any of
its staff, on the other hand, with respect to the Information Statement.
3. Stockholders' Representations and Warranties. Each Stockholder, as
to itself only, represents and warrants to Lone Star that such Stockholder is
the beneficial and record owner of the Shares set forth on Exhibit A, (ii) such
Stockholder has the sole right to vote such Shares, (iii) such Stockholder has
the full and unrestricted legal power, authority and right to enter into,
execute and deliver this Agreement without the consent or approval of any other
person, (iv) this Agreement is the valid and binding agreement of such
Stockholder, (v) the execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time or both) under any provision of, the
certificate of incorporation or bylaws of any Stockholder, to the extent
applicable, any trust agreement, loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession, franchise,
license, judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to such Stockholder or to such Stockholder's property or
assets and (vi) such stockholder is not an Affiliate of Vestin Mortgage.
Page 171 of 200
4. The Company's Representations and Warranties. The Company hereby
represents and warrants to Lone Star as of the date here that the Company has
all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by the Company, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of the Company. This Agreement has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company
enforceable in accordance with its terms. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of incorporation or bylaws of the Company, any
trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to the Company or to the Company's property or assets. The Company
hereby represents and warrants that the Shares set forth on Exhibit A constitute
the majority of all issued and outstanding shares of Common Stock. Set forth on
Exhibit B is a true and correct list of (i) the authorized capital stock of the
Company, and (ii) as of the date hereof, the number of shares of each class of
capital stock that is issued and outstanding. Except as set forth on Exhibit B,
no other shares of capital stock are issued and outstanding. All of the issued
and outstanding shares of capital stock of the Company are duly authorized,
validly issued, dully paid and nonassessable, and were issued in compliance with
applicable federal and state securities laws. Except as set forth on Exhibit B,
there are no outstanding shares of capital stock or outstanding rights of first
refusal, preemptive rights or other rights, options, warrants, conversion rights
or other agreements either directly or indirectly for the purchase or
acquisition from the Company of any shares of its capital stock.
5. Lone Star's Representations and Warranties. Lone Star hereby
represents and warrants to the Stockholders as of the date here that Lone Star
has all requisite corporate power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Lone Star, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Lone Star. This Agreement has been duly executed and delivered by
Lone Star and constitutes a valid and binding obligation of Lone Star
enforceable in accordance with its terms. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of formation or limited partnership agreement
of Lone Star, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit, concession,
franchise, license, judgment, order, notice, decree, statute, law, ordinance,
rule or regulation applicable to Lone Star or to Lone Star's property or assets.
Page 172 of 200
6. No Voting Trusts. Each Stockholder hereby revokes any and all
proxies and voting instructions with respect to the Shares previously given by
such Stockholder and such Stockholder agrees that it will not grant or give any
other proxies or voting instructions with respect to the voting of the Shares,
enter into any voting trust or other arrangement or agreement with respect to
the voting of the Shares (and if given or executed, such proxies, voting
instructions, voting trust or other arrangement or agreement shall not be
effective), or agree, in any manner, to vote the Shares for or against any
proposal submitted to the Stockholders of the Company except in furtherance of
the proposals set forth in paragraph 7 hereof.
7. Agreements with Respect to the Shares.
(a) Should a vote of the stockholders be required under
applicable law, each Stockholder agrees to vote the Shares, to the
extent entitled to vote, (x) in favor of the approval of the Settlement
Agreement, the Transactions and any other transactions contemplated by
the Transaction Documents, at every meeting of the Stockholders of the
Company at which any of such matters are considered and at every
adjournment thereof or in any other circumstances upon which a vote,
consent or other approval (including by written consent) with respect
to any of the Transactions and the Settlement Agreement is sought, and
(y) with respect to all other proposals submitted to the Stockholders
of the Company which, directly or indirectly, would reasonably be
expected to prevent or materially delay the consummation of
Transactions, in such manner as Lone Star may direct; and
(b) Unless otherwise instructed in writing by Lone Star,
during the term of this Agreement, each Stockholder will vote the
Shares against any Competing Transaction.
(c) For purposes of this Agreement, a "Competing Transaction"
shall mean a transaction of any kind proposed by any person(s) in lieu
of or in opposition to the Settlement Agreement and the Transactions.
8. Proxies. In furtherance of the foregoing, each Stockholder is
granting to Xxxx X. Xxxxxxx and X.X. Dell, or to their respective designee(s),
irrevocable proxies and powers of attorney (which may be in the form annexed
hereto or such other form consistent with the terms hereof and thereof as Lone
Star may specify) to vote the Shares, to the extent such Shares are entitled to
vote, and hereby specifically agrees not to revoke such proxies granted under
any circumstances:
(a) at any and all meetings of Stockholders of the Company,
notice of which meetings are given prior to the due and proper
termination of this Agreement, with respect to matters presented to the
Company's Stockholders for vote which relates to or affects (i) the
Transaction or the Settlement Agreement or the approval of either
thereof; and (ii) any Competing Transaction; or
Page 173 of 200
(b) with respect to actions to be taken by written consent of
the Stockholders of the Company which relates to or affects any of the
foregoing, and which consent is solicited prior to the due and proper
termination of this Agreement.
9. Limitation on Sales. During the term of this Agreement, each
Stockholder agrees not to sell, assign, transfer, or otherwise dispose of, or
issue an option or call with respect to, any of the Shares, or impair such
Stockholder's Shares; provided, that any Stockholder may sell or otherwise
dispose of any of his or her Shares in a bona fide open market transaction or in
any other transaction if the transferee of such Shares agrees to be bound by and
subject to the terms and conditions of this Agreement as if such transferee had
executed this Agreement on the date hereof as a Stockholder.
10. Specific Performance. Each Stockholder acknowledges that it will be
impossible to measure in money the damage to Lone Star if the Stockholder fails
to comply with the obligations imposed by this Agreement, and that, in the event
of any such failure, Lone Star will not have an adequate remedy at law or in
damages. Accordingly, each Stockholder agrees that injunctive relief or any
other equitable remedy, in addition to any remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of any
such remedy on the basis that Lone Star has an adequate remedy at law. Each
Stockholder agrees not to seek, and agrees to waive any requirement for, the
securing or posting of a bond in connection with Lone Star seeking or obtaining
such equitable relief.
11. Reasonable Efforts. Each Stockholder will use all reasonable
efforts to cause to be satisfied the conditions to the obligations of the
Company in such Stockholder's control to effect the Closing under the Settlement
Agreement.
12. Publicity. Each Stockholder agrees that, from the date hereof, such
Stockholder shall not issue any public release or announcement concerning the
transactions contemplated by this Agreement and the Settlement Agreement without
the prior consent of Lone Star, except as such release or announcement may, in
the opinion of such Stockholder's counsel, be required by applicable law, in
which case such Stockholder shall allow Lone Star reasonable time to comment on
such release or announcement in advance of such issuance.
13. Term of Agreement; Termination.
(a) The term of this Agreement shall commence on the date
hereof and shall terminate upon the earliest to occur of (i) after the
consummation of the Transactions, (ii) the due and proper termination
of the Settlement Agreement in accordance with its terms or (iii) six
(6) months from the date hereof. Upon such termination, no party shall
have any further obligations or liabilities hereunder.
Page 174 of 200
(b) The obligations of the Stockholders set forth in this
Agreement shall not be effective or binding upon any Stockholder until
after such time as the Settlement Agreement is executed and delivered
by Lone Star, the Company, each Assignor and each Intervenor.
14. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter of this
Agreement and supersedes all prior written and oral and all
contemporaneous oral agreements and understandings with respect to the
subject matter of this Agreement.
(b) Notices. No notice or other communication shall be deemed
given unless sent in the manner, and to the persons, specified in this
paragraph 14. All notices and other communications hereunder shall be
in writing and shall be deemed given (a) upon receipt if delivered
personally (unless subject to clause (b)) or if mailed by registered or
certified mail, (b) at noon on the date after dispatch if sent by
overnight courier or (c) upon the completion of transmission (which is
confirmed telephonically by the receiving party) if transmitted by
telecopy or other means of facsimile which provides immediate or near
immediate transmission to compatible equipment in the possession of the
recipient, and in any case to the parties at the following addresses or
telecopy numbers (or at such other address or telecopy number for a
party as will be specified by like notice):
if to any Greenbriar Party, to
Greenbriar Corporation
650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: President
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxx X. Xxxxx, Xx.
Simon, Warner & Xxxx, L.L.P.
1700 City Center Tower II
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
If to Lone Star, to
LSOF Pooled Equity, L.P.
000 X. Xxxxx Xxxxxx
Xxxxx 0000, XX 161
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxx
Telecopy: (000) 000-0000
Page 175 of 200
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
If to a Stockholder, to the address set forth below
such Stockholder's name on Exhibit A hereto, with a
copy (which shall not constitute notice) to:
Xxxxx X. Xxxxx, Xx.
Simon, Warner & Xxxx, L.L.P.
1700 City Center Tower II
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Waiver. The failure of any party to insist upon
strict performance of any provision hereof shall not constitute a
waiver of, or estoppel against asserting, the right to require such
performance in the future, nor shall a waiver or estoppel with respect
to a later breach of a similar nature or otherwise.
Curative Actions; Severability.
(i) If any of the covenants, terms or conditions of this Agreement are
held illegal by any court or administrative body of competent jurisdiction, and
any director or stockholder action, including, but not limited to, the execution
of any documents or instruments, will make such covenants, terms or conditions
valid and enforceable, each party hereby agrees that it shall take or cause to
be taken such action as may reasonably be required to make any such covenant,
term or condition valid and enforceable.
(ii) If any provision of this Agreement is held invalid, such
invalidity shall not affect the other provisions hereof which can be given
effect without the invalid provision, and to this end the provisions of this
Agreement are intended to be and shall be deemed severable.
Page 176 of 200
(c) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. THE PARTIES HERETO
HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN DALLAS COUNTY, TEXAS AND IRREVOCABLY AGREE THAT ALL
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES ACCEPT FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE
OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENTS.
(d) WAIVER OF JURY TRAIL. EACH PARTY HERETO WAIVES ANY RIGHT
TO TRAIL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i)
ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS
OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF
THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR
THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH
PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(e) Construction. The headings in this Agreement are inserted
for convenience and identification only and are not intended to
describe, interpret, define or limit the scope, extent, or intent of
this Agreement or any provision hereof. Whenever the context requires,
the gender of all words used in this Agreement shall include the
masculine, feminine, and neuter, and the number of all words shall
include the singular and the plural. No provision of this Agreement
will be interpreted in favor of, or against, any of the parties hereto
by reason of the extent to which any such party or its counsel
participated in the drafting thereof or by reason of the extent to
which any such provision is inconsistent with any prior draft hereof or
thereof. Capitalized terms used herein but not otherwise defined herein
shall have the meaning given to them in the Settlement Agreement.
Page 177 of 200
(f) Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if each of the parties had
signed the same document. All counterparts shall be construed together
and shall constitute one and the same instrument.
(g) Successors and Assigns. Except as provided to the contrary
in this Agreement, this Agreement shall apply to, and shall be binding
upon each of the parties, their respective successors and permitted
assigns. Lone Star may freely assign its rights and obligations
hereunder to any designee subject to compliance by Lone Star of its
obligations to execute and deliver the Mutual Release pursuant to the
terms and conditions of the Settlement Agreement.
(h) Cumulative Rights. The rights and remedies provided by
this Agreement are cumulative, and the use of any right or remedy by
either party shall not preclude or waive its right to use any or all
other remedies.
(i) No Third Party Beneficiaries. Nothing in this Agreement is
intended to confer upon any Person that is not a party hereto any
rights or remedies hereunder or otherwise.
(j) Time of the Essence. Time is of the essence to each and
every provision of this Agreement.
(k) Acknowledgments. The parties hereto hereby acknowledge
that: (a) each such party has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other
Transaction Documents; and (b) no joint venture is created hereby or by
the other Transaction Documents or otherwise exists by virtue of the
transactions contemplated hereby among the parties hereto and Lone
Star.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed this Consent Agreement as of the date first above
written.
LSOF POOLED EQUITY, L.P.
By: LSOF GenPar, Inc., its General Partner
By: /s/ X. X. Dell
----------------------------------------
X. X. Dell, Vice President
Page 178 of 200
THE APRIL TRUST, A GRANTOR TRUST FOR THE
BENEFIT OF XXXXX X. XXXXXX AND XXXXXX X.
XXXXXX
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, Trustee
JRG INVESTMENTS CO., INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxx
------------------------------------------
Xxxxxx X. Xxxx
/s/ Xxxx X. Xxxxxxxx
------------------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxx X. Xxxxxx
------------------------------------------
Xxx X. Xxxxxx
Page 179 of 200
AMERICAN REALTY TRUST, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx Xxxxxxx, Secretary
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx Xxxxxxx, Secretary
NEVADA SEA INVESTMENTS, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Xxxxxx Xxxxxxx, Secretary
INTERNATIONAL HEALTH PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxx, Secretary
Page 180 of 200
ONE REALCO CORPORATION (fka Xxxxxxxx
Corporation)
By: /s/ Xxxxxx Xxxx
---------------------------------------
Xxxxxx Xxxx, President
TACCO FINANCIAL, INC.
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. X. Xxxxxxx, Vice President
EXHIBIT A
---------
Name of Stockholder: The April Trust, a Grantor Trust
for the benefit of Xxxxx X. Xxxxxx
and Xxxxxx X. Xxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 2,340,851
Name of Stockholder: JRG Investments Co., Inc.
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Page 181 of 200
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 897,851
Name of Stockholder: Xxxxxx X. Xxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 536,000
Name of Stockholder: Xxxxxx X. Xxxx
Address: 000 XX 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone No.: 360-892-9090
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 1,234,961
Name of Stockholder: Xxxx X. Xxxxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 66,000
Page 182 of 200
Name of Stockholder: Xxxxxx X. Xxxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 30,000
Name of Stockholder: Xxx X. Xxxxxx
Address: Arrowhead Ranch
Xxxxx 0
Xxxxxxxxxxx, Xxxxx 00000
Telephone No.: 903-966-2347
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 10,000
Name of Stockholder: American Realty Trust, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 97,500
Page 183 of 200
Name of Stockholder: Basic Capital Management, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 141,260
Name of Stockholder: Nevada Sea Investments, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 72,800
Name of Stockholder: International Health Products, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 229,085
Page 184 of 200
Name of Stockholder: One Realco Corporation (fka
Xxxxxxxx Corporation)
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 264,200
Name of Stockholder: TacCo Financial, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 242,500
Page 185 of 200
EXHIBIT B
---------
CAPITALIZATION
--------------
The total number of shares of stock which the Company has authority to issue is
110,000,000 shares of capital stock, classified as (i) 100,000,000 shares of
common stock, $0.01 par value and (ii) 10,000,000 shares of preferred stock,
$0.10 par value. As of the date of this Agreement, 9,714,608 shares of common
stock are issued and outstanding and 6,000,000 shares of Series H Preferred
Stock, $0.10 par value, are issued and outstanding.
Page 186 of 200
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned hereby appoints Xxxx X. Xxxxxxx and X.X. Dell, as the
undersigned's attorney-in-fact and proxy, with full power of substitution, for
and in the undersigned's name, to vote, express consent or disapproval, or
otherwise act (including pursuant to written consent, but excluding the right to
assert, perfect and prosecute dissenters' rights of appraisal) in accordance
with Paragraphs 7(a) and 4(b) of the Consent Agreement with respect to all of
the shares of Common Stock, $.01 par value per share, of Greenbriar Corporation,
a Nevada corporation (the "Company"), owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of Stockholders, notice of which is given, or in respect of any
written consent which is solicited prior to the due and proper termination of,
and subject to and in accordance with the terms and conditions of, the Consent
Agreement, dated of even date herewith, among the undersigned, LSOF Pooled
Equity, L.P., a Delaware limited partnership, the Company and the Stockholders
of the Company signatory thereto. This proxy is coupled with an interest
sufficient in law to support such proxy.
Dated: August 1, 2001
---------------------------------------
Name:
Page 187 of 200
EXHIBIT E
---------
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (as the same may be amended or modified from time
to time and including any and all written instructions given to "Escrow Agent"
(hereinafter defined) pursuant hereto, this "Escrow Agreement") is made and
entered into as of August 1, 2001 by and among Greenbriar Corporation, a Nevada
corporation (the "Company"), LSOF Pooled Equity, L.P., a Delaware limited
partnership ("Lone Star", and together with the Company, sometimes referred to
collectively as the "Other Parties"), and American Escrow Company ("American
Escrow").
W I T N E S S E T H :
WHEREAS, the Company and Lone Star are parties to that certain Master
Settlement Agreement dated as of August 1, 2001 (the "Settlement Agreement");
WHEREAS, pursuant to the Settlement Agreement, the Company is required
to deliver the Deposit (hereinafter defined) to American Escrow to be held by
bank and released in accordance with the terms and conditions of this Escrow
Agreement; and
WHEREAS, the Company and Lone Star have requested American Escrow to
act in the capacity of escrow agent under this Escrow Agreement, and American
Escrow, subject to the terms and conditions hereof, has agreed so to do.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained herein, the parties hereto hereby agree as follows:
1. Appointment of Escrow Agent. Each of the Company and Lone Star
hereby appoints American Escrow as the escrow agent under this Escrow Agreement
(American Escrow in such capacity, the "Escrow Agent"), and Escrow Agent hereby
accepts such appointment.
2. Deposit. Upon execution of this Escrow Agreement, the Company
will deliver to the Escrow Agent (i) the sum of Nine Hundred Two Thousand One
Hundred Fourteen Dollars and NO/100 ($902,114.00) (as said amount may increase
or decrease as a result of the investment thereof and as said amount may be
reduced by charges thereto and payments and setoffs therefrom to compensate or
reimburse Escrow Agent for amounts owing to it pursuant hereto), (ii) that
certain Certificate of Deposit in the amount of $527,825 dated April 30, 2001
and issued to Roswell Retirement Ltd Co and (iii) that certain Certificate of
Deposit in the amount of $570,061 dated April 30, 2001 (collectively, the
"Deposit") to be held by Escrow Agent in accordance with the terms hereof.
Page 188 of 200
Subject to and in accordance with the terms and conditions hereof, Escrow Agent
agrees that it shall receive, hold in escrow, invest the cash portion of the
Deposit and release or distribute the Deposit. It is hereby expressly stipulated
and agreed that all interest and other earnings on the cash portion of the
Deposit shall accrue for the benefit of the Company and shall be disbursed to
the Company upon termination of this Escrow Agreement.
3. Investment of the Deposit. Escrow Agent shall invest the cash
portion of the Deposit in the Nations 231 Fund, unless otherwise instructed in
writing by the Other Parties. Such written instructions, if any, referred to in
the foregoing sentence shall specify the type and identity of the investments to
be purchased and/or sold and shall also include the name of the broker-dealer,
if any, which the Other Parties direct the Escrow Agent to use in respect of
such investment, any particular settlement procedures required, if any (which
settlement procedures shall be consistent with industry standards and
practices), and such other information as Escrow Agent may require. Escrow Agent
shall not be liable for failure to invest funds absent sufficient written
direction. Unless Escrow Agent is otherwise directed in such written
instructions, Escrow Agent may use a broker-dealer of its own selection,
including a broker-dealer owned by or affiliated with Escrow Agent or any of its
affiliates. The Escrow Agent or any of its affiliates may receive compensation
with respect to any investment directed hereunder. It is expressly agreed and
understood by the parties hereto that Escrow Agent shall not in any way
whatsoever be liable for losses on any investments, including, but not limited
to, losses from market risks due to premature liquidation or resulting from
other actions taken pursuant to this Escrow Agreement.
Receipt and investment of the cash portion of the Deposit shall be
confirmed by Escrow Agent as soon as practicable by account statement, and any
discrepancies in any such account statement shall be noted by the Other Parties
to Escrow Agent within 30 calendar days after receipt thereof. Failure to inform
Escrow Agent in writing of any discrepancies in any such account statement
within said 30-day period shall conclusively be deemed confirmation of such
account statement in its entirety. For purposes of this paragraph, (a) each
account statement shall be deemed to have been received by the party to whom
directed on the earlier to occur of (i) actual receipt thereof and (ii) three
Business Days (hereinafter defined) after the deposit thereof in the United
States Mail, postage prepaid and (b) the term "Business Day" shall mean any day
of the year, excluding Saturday, Sunday and any other day on which banks are
required or authorized to close in Dallas, Texas.
4. Release of Deposit. Escrow Agent is hereby authorized to make
disbursements of the Deposit only as follows:
(a) Upon receipt of written instructions signed by both
the Company and Lone Star and otherwise in form and substance satisfactory to
Escrow Agent, in accordance with such instructions;
(b) Upon receipt of a certificate of an executive officer
of:
(i) Lone Star which certifies that the
Settlement Agreement has been terminated other than pursuant to
Sections 6.1(c), (d), (e), (f), (g), (i) or (j) of the Settlement
Agreement, to Lone Star; or
Page 189 of 200
(ii) the Company which certifies that the
Settlement Agreement has been terminated pursuant to Sections 6.1(c),
(d), (e), (f) or (g), to the Company;
it being acknowledged and agreed that each of Lone Star and the Company has an
unconditional right to receive the disbursement requested by the foregoing
certificates provided that such certificates are timely and properly delivered
to Escrow Agent as determined by Escrow Agent;
(c) Upon receipt of evidence from the Company or Lone
Star that:
(i) an adverse judgment is entered against any
Greenbriar Party or any of its respective Subsidiaries and Affiliates
(as such terms are defined in the Settlement Agreement) with respect to
(A) Title 11 of the United States Code or any other applicable federal,
state or foreign bankruptcy, debtor relief or other similar law, (B)
the appointment of a custodian, receiver, liquidator, assignee, trustee
or sequestrator (or similar official) for any Greenbriar Party or any
of its respective Subsidiaries and Affiliates or of any substantial
part of such person's assets or (C) the winding-up or liquidation of
the affairs of any Greenbriar Party or any of its respective
Subsidiaries and Affiliates, other than the pending bankruptcy filings
of American Care Communities, Inc., Neawanna by the Sea LP, Villa Del
Rey Roswell, L.P. and Villa Del Rey Seaside Inc.; or
(ii) any Greenbriar Party or any of its
respective Subsidiaries or Affiliates (A) filed a petition seeking
relief under Title 11 of the United States Code or any other applicable
federal, state or foreign bankruptcy, debtor relief or similar law, (B)
consented to the institution of proceedings thereunder or to the filing
of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) of any Greenbriar Party or any of its respective
Subsidiaries or Affiliates or of any substantial part of any such
person's assets, (C) made a general assignment for the benefit of
creditors, (D) took any corporate action to authorize any of the
foregoing or (E) admitted in writing its inability to, or shall be
generally unable to, pay its debts as such debts become due, other than
the pending bankruptcy filings of American Care Communities, Inc.,
Neawanna by the Sea LP, Villa Del Rey Roswell, L.P. and Villa Del Rey
Seaside Inc.
to Lone Star; or
(d) Upon the receipt of a copy of a judgment of a court
of competent jurisdiction having the authority to determine the disposition of
the Deposit, which judgment is not subject to appeal, reconsideration or review,
in accordance with such judgment.
Page 190 of 200
Notwithstanding anything contained herein or elsewhere to the contrary, the
Other Parties hereby expressly agree that the Escrow Agent shall be entitled to
charge the cash portion of the Deposit for, and pay and set-off from the cash
portion of the Deposit, any and all amounts, if any, then owing to it pursuant
to this Escrow Agreement prior to the disbursement of the Deposit in accordance
with clauses (a) and (b) of this Section 4.
5. Tax Matters. The Other Parties shall provide Escrow Agent with
their respective taxpayer identification numbers documented by an appropriate
Form W 8 or Form W 9 upon execution of this Escrow Agreement. Failure so to
provide such forms may prevent or delay disbursements from the Deposit and may
also result in the assessment of a penalty and Escrow Agent's being required to
withhold tax on any interest or other income earned on the Deposit. Any payments
of income shall be subject to applicable withholding regulations then in force
in the United States or any other jurisdiction, as applicable.
6. Scope of Undertaking. Escrow Agent's duties and
responsibilities in connection with this Escrow Agreement shall be purely
ministerial and shall be limited to those expressly set forth in this Escrow
Agreement. Escrow Agent is not a principal, participant or beneficiary in any
transaction underlying this Escrow Agreement and shall have no duty to inquire
beyond the terms and provisions hereof. Escrow Agent shall have no
responsibility or obligation of any kind in connection with this Escrow
Agreement or the Deposit and shall not be required to deliver the Deposit or any
part thereof or take any action with respect to any matters that might arise in
connection therewith, other than to receive, hold, invest and deliver the
Deposit as herein provided. Without limiting the generality of the foregoing, it
is hereby expressly agreed and stipulated by the parties hereto that Escrow
Agent shall not be required to exercise any discretion hereunder and shall have
no investment or management responsibility and, accordingly, shall have no duty
to, or liability for its failure to, provide investment recommendations or
investment advice to the Other Parties or either of them. Escrow Agent shall not
be liable for any error in judgment, any act or omission, any mistake of law or
fact, or for anything it may do or refrain from doing in connection herewith,
except for, subject to Section 7 hereinbelow, its own willful misconduct or
gross negligence. It is the intention of the parties hereto that Escrow Agent
shall never be required to use, advance or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or the exercise of
any of its rights and powers hereunder.
7. Reliance; Liability. Escrow Agent may rely on, and shall not
be liable for acting or refraining from acting in accordance with, any written
notice, instruction or request or other paper furnished to it hereunder or
pursuant hereto and believed by it to have been signed or presented by the
proper party or parties. Escrow Agent shall be responsible for holding,
investing and disbursing the Deposit pursuant to this Escrow Agreement;
provided, however, that in no event shall Escrow Agent be liable for any lost
profits, lost savings or other special, exemplary, consequential or incidental
damages in excess of Escrow Agent's fee hereunder and provided, further, that
Escrow Agent shall have no liability for any loss arising from any cause beyond
its control, including, but not limited to, the following: (a) acts of God,
force majeure, including, without limitation, war (whether or not declared or
existing), revolution, insurrection, riot, civil commotion, accident, fire,
Page 191 of 200
explosion, stoppage of labor, strikes and other differences with employees; (b)
the act, failure or neglect of any Other Party or any agent or correspondent or
any other person selected by Escrow Agent; (c) any delay, error, omission or
default of any mail, courier, telegraph, cable or wireless agency or operator;
or (d) the acts or edicts of any government or governmental agency or other
group or entity exercising governmental powers. Escrow Agent is not responsible
or liable in any manner whatsoever for the sufficiency, correctness, genuineness
or validity of the subject matter of this Escrow Agreement or any part hereof or
for the transaction or transactions requiring or underlying the execution of
this Escrow Agreement, the form or execution hereof or for the identity or
authority of any person executing this Escrow Agreement or any part hereof or
depositing the Deposit.
8. Right of Interpleader. Should any controversy arise involving
the parties hereto or any of them or any other person, firm or entity with
respect to this Escrow Agreement or the Deposit, or should a substitute escrow
agent fail to be designated as provided in Section 15 hereof, or if Escrow Agent
should be in doubt as to what action to take, Escrow Agent shall have the right,
but not the obligation, either to (a) withhold delivery of the Deposit until the
controversy is resolved, the conflicting demands are withdrawn or its doubt is
resolved or (b) institute a petition for interpleader in any court of competent
jurisdiction to determine the rights of the parties hereto. In the event Escrow
Agent is a party to any dispute, Escrow Agent shall have the additional right to
refer such controversy to binding arbitration. Should a petition for
interpleader be instituted, or should Escrow Agent be threatened with litigation
or become involved in litigation or binding arbitration in any manner whatsoever
in connection with this Escrow Agreement or the Deposit, the Other Parties
hereby jointly and severally agree to reimburse Escrow Agent for its attorneys'
fees and any and all other expenses, losses, costs and damages incurred by
Escrow Agent in connection with or resulting from such threatened or actual
litigation or arbitration prior to any disbursement hereunder.
9. Indemnification. The Other Parties hereby jointly and
severally indemnify Escrow Agent, its officers, directors, partners, employees
and agents (each herein called an "Indemnified Party") against, and hold each
Indemnified Party harmless from, any and all expenses, including, without
limitation, attorneys' fees and court costs, losses, costs, damages and claims,
including, but not limited to, costs of investigation, litigation and
arbitration, tax liability and loss on investments suffered or incurred by any
Indemnified Party in connection with or arising from or out of this Escrow
Agreement, except such acts or omissions as may result from the willful
misconduct or gross negligence of such Indemnified Party. IT IS THE EXPRESS
INTENT OF EACH OF THE COMPANY AND LONE STAR TO INDEMNIFY EACH OF THE INDEMNIFIED
PARTIES FOR, AND HOLD THEM HARMLESS AGAINST, THEIR OWN NEGLIGENT ACTS OR
OMISSIONS.
10. Compensation and Reimbursement of Expenses. The Company hereby
agrees to pay Escrow Agent for its services hereunder in accordance with Escrow
Agent's fee schedule as attached as Schedule I hereto as in effect from time to
time and to pay all expenses incurred by Escrow Agent in connection with the
performance of its duties and enforcement of its rights hereunder and otherwise
in connection with the preparation, operation, administration and enforcement of
this Escrow Agreement, including, without limitation, attorneys' fees, brokerage
costs and related expenses incurred by Escrow Agent.
Page 192 of 200
11. Funds Transfer. In the event funds transfer instructions are
given (other than in writing at the time of execution of the Escrow Agreement),
whether in writing, by telefax, or otherwise, the Escrow Agent is authorized to
seek confirmation of such instructions by telephone call-back to the person or
person designated on Schedule II hereto, and the Escrow Agent may rely upon the
confirmations of anyone purporting to be the person or persons so designated.
The persons and telephone numbers for call-backs may be changed only in writing
actually received and acknowledged by the Escrow Agent. The parties to this
Escrow Agreement acknowledge that such security procedure is commercially
reasonable.
It is understood that the Escrow Agent and the beneficiary's
bank in any funds transfer may rely solely upon any account numbers or similar
identifying number provided by either of the other parties hereto to identify
(i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank.
The Escrow Agent may apply any of the escrowed funds for any payment order it
executes using any such identifying number, even where its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a bank
other than the beneficiary's bank or an intermediary bank, designated.
12. Notices. Any notice or other communication required or
permitted to be given under this Escrow Agreement by any party hereto to any
other party hereto shall be considered as properly given if in writing and (a)
delivered against receipt therefor, (b) mailed by registered or certified mail,
return receipt requested and postage prepaid or (c) sent by telefax machine, in
each case to the address or telefax number, as the case may be, set forth below:
If to Escrow Agent:
American Escrow Company
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx XxXxxx
Telefax No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Company:
Greenbriar Corporation
650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: President
Telefax No.: (000) 000-0000
Telephone No.: (000) 000-0000
Page 193 of 200
With a copy (which shall not constitute notice) to:
Xxxxx X. Xxxxx, Xx.
Simon, Warner & Xxxx, L.L.P.
1700 City Center Tower II
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telefax No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to Lone Star:
LSOF Pooled Equity, L.P.
000 X. Xxxxx Xxxxxx
Xxxxx 0000, XX 161
Xxxxxx, Xxxxx 00000
Attn: Xxx Xxxxx
Telefax No.: (000) 000-0000
Telephone No.: (000) 000-0000
With a copy (which shall not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx
Telefax No.: (000) 000-0000
Telephone No,: (000) 000-0000
Except to the extent otherwise provided in the second paragraph of Section 3
hereinabove, delivery of any communication given in accordance herewith shall be
effective only upon actual receipt thereof by the party or parties to whom such
communication is directed. Any party to this Escrow Agreement may change the
address to which communications hereunder are to be directed by giving written
notice to the other party or parties hereto in the manner provided in this
section.
13. Consultation with Legal Counsel. Escrow Agent may consult with
its counsel or other counsel satisfactory to it concerning any question relating
to its duties or responsibilities hereunder or otherwise in connection herewith
and shall not be liable for any action taken, suffered or omitted by it in good
faith upon the advice of such counsel.
Page 194 of 200
14. Choice of Laws; Cumulative Rights. This Escrow Agreement shall
be construed under, and governed by, the laws of the State of Texas, excluding,
however, (a) its choice of law rules and (b) the portions of the Texas Trust
Code Sec. 111.001, et seq. of the Texas Property Code concerning fiduciary
duties and liabilities of trustees. All of Escrow Agent's rights hereunder are
cumulative of any other rights it may have at law, in equity or otherwise. The
parties hereto agree that the forum for resolution of any dispute arising under
this Escrow Agreement shall be Dallas County, Texas, and each of the Other
Parties hereby consents, and submits itself, to the jurisdiction of any state or
federal court sitting in Dallas County, Texas.
15. Resignation. Escrow Agent may resign hereunder upon ten (10)
days' prior notice to the Other Parties. Upon the effective date of such
resignation, Escrow Agent shall deliver the Deposit to any substitute escrow
agent designated by the Other Parties in writing. If the Other Parties fail to
designate a substitute escrow agent within ten (10) days after the giving of
such notice, Escrow Agent may institute a petition for interpleader. Escrow
Agent's sole responsibility after such 10-day notice period expires shall be to
hold the Deposit (without any obligation to reinvest the same) and to deliver
the same to a designated substitute escrow agent, if any, or in accordance with
the directions of a final order or judgment of a court of competent
jurisdiction, at which time of delivery Escrow Agent's obligations hereunder
shall cease and terminate.
16. Assignment. This Escrow Agreement shall not be assigned by
either of the Other Parties without the prior written consent of Escrow Agent
(such assigns of the Other Parties to which Escrow Agent consents, if any, and
Escrow Agent's assigns being hereinafter referred to collectively as "Permitted
Assigns"); provided that Lone Star may assign its right to receive any or all of
the Deposit to any other person.
17. Severability. If one or more of the provisions hereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect
under applicable law, such invalidity, illegality or unenforceability shall not
affect any other provisions hereof, and this Escrow Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein, and the remaining provisions hereof shall be given full force and
effect.
18. Termination. This Escrow Agreement shall terminate upon the
disbursement, in accordance with Sections 4 or 15 hereof, of the Deposit in
full; provided, however, that in the event all fees, expenses, costs and other
amounts required to be paid to Escrow Agent hereunder are not fully and finally
paid prior to termination, the provisions of Section 10 hereof shall survive the
termination hereof and, provided further, that the last two sentences of Section
8 hereof and the provisions of Section 9 hereof shall, in any event, survive the
termination hereof.
19. General. The section headings contained in this Escrow
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Escrow Agreement. This Escrow Agreement and
any affidavit, certificate, instrument, agreement or other document required to
be provided hereunder may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
but one and the same instrument. Unless the context shall otherwise require, the
singular shall include the plural and vice-versa, and each pronoun in any gender
shall include all other genders. The terms and provisions of this Escrow
Page 195 of 200
Agreement constitute the entire agreement among the parties hereto in respect of
the subject matter hereof, and neither the Other Parties nor Escrow Agent has
relied on any representations or agreements of the other, except as specifically
set forth in this Escrow Agreement. This Escrow Agreement or any provision
hereof may be amended, modified, waived or terminated only by written instrument
duly signed by the parties hereto. This Escrow Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective heirs,
devisees, executors, administrators, personal representatives, successors,
trustees, receivers and Permitted Assigns. This Escrow Agreement is for the sole
and exclusive benefit of the Other Parties and the Escrow Agent, and nothing in
this Escrow Agreement, express or implied, is intended to confer or shall be
construed as conferring upon any other person any rights, remedies or any other
type or types of benefits.
[The Remainder of this Page Is Intentionally Left Blank.]
Page 196 of 200
IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement to be effective as of the date first above written.
GREENBRIAR CORPORATION
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
LSOF POOLED EQUITY, L.P.
By: LSOF Genpar, Inc., its General Partner
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
AMERICAN ESCROW COMPANY
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
Page 197 of 200
Schedule I
$500
Schedule II
Telephone Number(s) for Call-backs and Person(s)
Designated to Confirm Funds Transfer Instructions
If to the Company:
Name Telephone Number
---- ----------------
Xxxx Xxxxxxxx (000) 000-0000
If to Lone Star:
Name Telephone Number
---- ----------------
JD Dell (000) 000-0000
Telephone call-backs shall be made to either the Company or Lone Star if joint
instructions are required pursuant to the Escrow Agreement.
Page 198 of 200
