EXHIBIT 99.10
NOTICE OF CONVERSION
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October 30, 2000
Greenbriar Corporation
4265 Kellway Circle
Addison, Texas 74244
To Whom It May Concern:
The undersigned (the "Stockholder") hereby elects to exercise its right
to convert all of the shares (the "Preferred Shares") of (i) Series F Senior
Convertible Preferred Stock, par value $0.10 per share (the "Series F Preferred
Stock"), of Greenbriar Corporation (the "Company"), and (ii) Series G Senior
Non-Voting Convertible Preferred Stock, par value $0.10 per share (the "Series G
Preferred Stock"), of the Company, held by the Stockholder, into shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of the Company.
Pursuant to this conversion of the Preferred Shares, you are hereby
directed to:
(i) immediately and without delay, issue 6,955,135 shares of Common
Stock (the "Initial Common Shares") to the Stockholder; provided,
however, that to the extent such Initial Common Shares would represent
more than 49.8% of the outstanding Common Stock after the issuance
thereof, then you are directed to issue such lesser number of shares of
Common Stock to the Stockholder so that, upon issuance of such Initial
Common Shares, the Stockholder will own a number of shares equal to,
but not more than, 49.8% of the outstanding shares of Common Stock; and
(ii) upon receipt of written notice from the Stockholder that the
waiting period under the Hart-Scott-Rodino-Antitrust Improvements Act
of 1976 shall have expired or terminated (or is no longer applicable)
with respect to the issuance of shares of Common Stock as a result of
this conversion, issue all remaining shares (the "Remaining Common
Shares" and, together with the Initial Common Shares, the "Common
Shares") of Common Stock to the Stockholder that are due upon such
conversion of the Preferred Shares.
The stock certificates representing the Preferred Shares and stock
powers are attached hereto. However, in connection with the Company's redemption
of certain of the Stockholder's shares of Series G Preferred Stock pursuant to a
Letter Agreement between the Company and the Stockholder, dated as of April 14,
2000, the Company erroneously issued the stock certificate No. PG004
representing the Stockholder's Series G Preferred Stock. The Company should have
issued such certificate for an additional 1,897 shares of Series G Preferred
Stock. Although the Stockholder has not yet received the certificate
representing such 1,897 shares of Series G Preferred Stock, the Stockholder is
electing to convert such shares into shares of Common Stock pursuant to this
Notice of Conversion.
Based on a conversion price of $0.69 per share of Preferred Stock, the
Stockholder should receive a total of 27,502,855 Common Shares, plus cash in
lieu of any fractional shares that would otherwise be issuable upon the
conversion of the Preferred Shares as described herein.
The Stockholder directs that the stock certificates representing the
Common Shares be issued in the name of LSOF Pooled Equity, L.P. and delivered to
such entity at:
600 N. Pearl Street
Suite 1550, LB 161
Dallas, Texas 76140
Attention: J.D. Dell
Time is of the essence with respect to all matters contained in this
Notice of Conversion.
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If you have any questions concerning this Notice of Conversion, please
telephone Mr. Michael A. Saslaw, counsel for the Stockholder, at 214-746-8117.
STOCKHOLDER:
LSOF POOLED EQUITY, LP.
By: LSOF GenPar, Inc., its General Partner
By:/s/ J.D. Dell
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Name: J.D. Dell
Title: Vice President
