-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LLFvFEWKeJHBpvxEJMZhLJiw1I0cm1fxjnOTuPhLyG0xDEv+jJvOn4D0LN8eFBEq Pe+6J9WFQvE4/NrMBvAAbg== 0001010549-06-000428.txt : 20060629 0001010549-06-000428.hdr.sgml : 20060629 20060629161219 ACCESSION NUMBER: 0001010549-06-000428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CabelTel International Corp CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 06933940 BUSINESS ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724078400 MAIL ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: GREENBRIAR CORP DATE OF NAME CHANGE: 19960514 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 8-K 1 cabel8k060106.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report (Date of earliest event reported): June 1, 2006 CABELTEL INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 000-08187 75-2399477 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File No.) Identification No.) 1755 Wittington Place, Suite 340 Dallas, Texas 75234 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 972-407-8400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.02. Termination of a Material Definitive Agreement (a) On June 27, 2006, CabelTel International Corporation (the "Company" or "GBR" or the "Registrant") executed a Rescission Agreement dated June 1, 2006 with four individuals, Ronald C. Finley (Chairman of the Board and Chief Executive Officer of the Company), Jeffrey A. Finley, Bradford A. Phillips and Gene E. Phillips, joined by Envicon Development Corp., a Nevada corporation ("Envicon"), Syntek West, Inc., a Nevada corporation ("SWI"), CIC Investment LLC, a Nevada limited liability company ("CICLLC"), and PS II Management LLC, a Texas limited liability company ("PSIIMLLC"). Pursuant to such Rescission Agreement, a transaction originally occurring October 12, 2004, pursuant to an Acquisition Agreement dated October 12, 2004 among the parties was rescinded in its entirety ab initio, and each party returned as appropriate to the originating party the respective securities held prior to October 12, 2004. As a part of the Rescission Agreement, GBR returned to the four individuals the stock of two privately-held corporations, Finley Equities, Inc., a Texas corporation ("FEINC"), and American Realty Management, Inc., a Nevada corporation ("ARM"), and the individuals along with CICLLC and PSIIMLLC, transferred back to GBR 31,500 shares of GBR's Series J 2% Cumulative Preferred Stock, liquidation value $1,000 per share. The effect of such Rescission Agreement was for GBR to divest itself of any indirect ownership of a Netherlands company, Tacaruna BV, which in turn directly and indirectly owned 74.8% of CableTEL AD (formerly, Cable Bulgaria AD), which does business as "CableTEL." In addition, pursuant to the Rescission Agreement: (a) GBR is to cancel the 31,500 shares of Series J 2% Cumulative Preferred Stock received. (b) EDC Global CN Corp., a Nevada corporation owned by Envicon, and ARM assumed from GBR all indebtedness incurred by GBR since October 1, 2004 in connection with or related to advances by GBR to CableTEL AD or Tacaruna BV to fund the operation of CableTEL AD. (c) Ronald C. Finley resigned as a director effective June 1, 2006 of GBR and as Chairman of the Board and Chief Executive Officer of GBR, as well as any of its subsidiaries. (d) GBR covenanted that subject to its compliance with all applicable American Stock Exchange, Inc. rules and federal securities laws, it would in the future change its name to a name that does not include the word "cable" or "cabel." (e) SWI on behalf of the individuals caused a payment to be made to GBR of a "break-up fee" in the aggregate amount of $1,500,000. (f) Envicon assumed control and responsibility of any and all litigation involving GBR or in which GBR is named as a party involving GBR's relationship with the parties to the Rescission Agreement and/or CableTEL AD. -1- The original Acquisition Agreement, as amended, had provided that in the event the stockholders of GBR did not approve by the requisite number of votes either the transaction covered by the original Acquisition Agreement or a contemplated mandatory exchange of shares of Common Stock for the shares of Series J 2% Cumulative Preferred Stock described in the Acquisition Agreement, that the holders of the Series J 2% Cumulative Preferred Stock would have the option, at any time after June 30, 2006 until June 30, 2007 (i.e., a put option) to either (i) rescind in full and revoke the transactions covered by the Acquisition Agreement by returning all 31,500 shares of Series J 2% Cumulative Preferred Stock to GBR in exchange for the equity securities of any entity owning Tacaruna BV or CableTEL AD, or (ii) deliver to GBR all 31,500 shares of Series J 2% Cumulative Preferred Stock and receive in exchange therefor all of the ordinary shares or other securities of Tacaruna BV outstanding and owned by GBR such that the holders would become the owners and holders of all of the issued and outstanding securities of Tacaruna BV which in turn continued to own directly and indirectly 74.8% of CableTEL AD. The effect of the transactions under the Rescission Agreement is to void or render incapable of satisfaction the potential rescission contemplated by the Acquisition Agreement as the parties have entered into an alternate arrangement under which GBR receives back all of the Series J 2% Cumulative Preferred Stock for cancellation, receives a payment to cover certain costs and expenses incurred, as well as additional sums, and is relieved of any indebtedness burden to fund the operations of CableTEL AD. The original transaction, if it had ultimately been consummated through the mandatory exchange of shares of Common Stock for Series J 2% Cumulative Preferred Stock would have resulted in the existing holders of Common Stock of GBR holding the equivalent of 10% plus interest in GBR which would continue to be subject to significant funding requirements to support CableTEL AD. Item 2.01. Completion of Acquisition or Disposition of Assets (a)-(e). See Item 1.02 "Termination of a Material Definitive Agreement" for a brief description of the assets involved in the Rescission Agreement executed June 27, 2006, dated June 1, 2006 which is the effective date of completion of the transaction, as well as the identity of the persons involved and the nature and amount of consideration given or received. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (a) and (b). On June 27, 2006, in connection with the Rescission Agreement described under Item 1.02 "Termination of a Material Definitive Agreement," Ronald C. Finley tendered his resignation as a director of the Company and as Chairman of the Board and Chief Executive Officer of the Company. At the time of such resignation, no disagreement existed between the Registrant and Ronald C. Finley on any matter relating to the Registrant's operations, policies or practices. Mr. Finley is also Chairman of the Board and Chief Executive Officer of CableTEL AD, an entity which was indirectly divested by GBR pursuant to the Rescission Agreement. Mr. Finley's resignation as a director, Chairman of the Board and Chief Executive Officer does not affect any other officers or directors of the Registrant, and the Registrant has not yet appointed any replacement. -2- Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibits are filed with this Report: Exhibit Designation Description of Exhibit 10.2* Rescission Agreement dated June 1, 2006, among CabelTel International Corporation, Ronald C. Finley, Jeffrey A. Finley, Bradford A. Phillips, Gene E. Phillips, joined by Envicon Development Corp., Syntek West, Inc., CIC Investment LLC and PS II Management LLC 99.2* Press Release dated June 27, 2006. - --------------------- *Furnished herewith. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized. Dated: June 28, 2006 CABELTEL INTERNATIONAL CORPORATION (formerly Greenbriar Corporation) By: /s/ Gene S. Bertcher ------------------------------------- Gene S. Bertcher, President and Chief Financial Officer -4- EX-10.2 2 cabel8kex102060106.txt RESCISSION AGREEMENT DATED JUNE 1, 2006 EXHIBIT 10.2 RESCISSION AGREEMENT THIS RECISSION AGREEMENT (the "Agreement") is made and entered into on June 1, 2006, but effective as of October 1, 2004, among CABELTEL INTERNATIONAL CORPORATION (formerly Greenbriar Corporation), a Nevada corporation ("GBR" or the "Company"), RONALD C. FINLEY, an individual ("R.Finley"), JEFFREY A. FINLEY, an individual ("J.Finley"), BRADFORD A. PHILLIPS, an individual ("B.Phillips") and GENE E. PHILLIPS, an individual ("G.Phillips," all of R.Finley, J.Finley, B.Phillips and G.Phillips are sometimes collectively referred to herein as the "Individuals"), joined by ENVICON DEVELOPMENT CORP., a Nevada corporation ("Envicon"), SYNTEK WEST, INC., a Nevada corporation ("SWI"), CIC INVESTMENT LLC, a Nevada limited liability company ("CICILLC"), and PS II MANAGEMENT LLC, a Texas limited liability company ("PSIIMLLC," each of CICILLC and PSIIMLLC are sometimes referred to herein as the "Transferees," and all of the signatories hereto are collectively called the "Parties.") W I T N E S S E T H : WHEREAS, prior to October 12, 2004, R.Finley and J.Finley were the collective owners of 100 shares of Common Stock, par value $1.00 per share, of Finley Equities, Inc., a Texas corporation, converted from a Texas limited liability company, organized by Articles of Organization filed June 9, 2004 with the Secretary of State of Texas ("FEINC"); WHEREAS, prior to October 12, 2004, B.Phillips and G.Phillips were the collective owners and holders of 1,000 shares of Common Stock, par value $0.01 per share, of American Realty Management, Inc., a Nevada corporation ("ARM"), which was incorporated by Articles of Incorporation filed with the Secretary of State of Nevada on May 2, 2002; WHEREAS, FEINC and ARM owned prior to October 12, 2004, and at present owns, an undivided one-half (1/2) of the equity interest in Tacaruna Holdings, BV, a Netherlands company ("Tacaruna"), same consisting of 200 ordinary shares having a value of (euro)100 per share, of which 100 ordinary shares are owned and held by FEINC, and 100 ordinary shares are owned and held by ARM (all collectively, the "TBV Stock"); WHEREAS, prior to October 12, 2004, Tacaruna owned, and at present, Tacaruna is the owner and holder of (among other assets) 36,762 ordinary shares (approximately 30%) having a value of (euro)1.00 per share (the "CBC Stock") of CableTEL AD, formerly known as Cable Bulgaria AD, a company incorporated in the Republic of Bulgaria ("CableTEL AD"), which is engaged in the telecommunications and information services industry, and Tacaruna, through its ownership of equity interests in one other entity indirectly owns an additional 44.8% of CableTEL AD; WHEREAS, for practical purposes, GBR indirectly owns and/or controls 74.8% of CableTEL AD, and the net balance of 25.2% of CableTEL AD is controlled by Envicon, which owns 36% of another entity which, in turn owns 70% of CableTEL AD; -1- WHEREAS, pursuant to an Acquisition Agreement dated October 12, 2004 among GBR, R.Finley, J.Finley, B.Phillips and G.Phillips (the "Acquisition Agreement"), GBR issued to the four individuals an aggregate of 31,500 shares of Series J 2% Cumulative Preferred Stock having a liquidation value of $1,000 per share (the "Preferred Stock") in exchange for all of the issued and outstanding equity interests of FEINC and ARM, all to the end that GBR became the sole stockholder of FEINC and ARM, which in turn owned all of the issued and outstanding ordinary shares of Tacaruna, which in turn owned directly and indirectly 74.8% of CableTEL AD, and the four individuals received in exchange therefor all 31,500 shares of the Preferred Stock of GBR (all collectively the "Exchange Transaction"); WHEREAS, on February 15, 2005, B.Phillips sold and transferred 1,575 shares of the Preferred Stock (while retaining another 1,575 shares of the Preferred Stock) to PSIIMLLC, a Texas limited liability company owned by a trust for the benefit of the children of B.Phillips; WHEREAS, on February 16, 2005, G.Phillips contributed all 12,600 shares of the Preferred Stock held by him to CICILLC, a Nevada limited liability company, of which G.Phillips is the sole member; WHEREAS, on July 29, 2005, the Parties entered into Amendment No. 1 to the Acquisition Agreement ("Amendment No. 1"), which extended certain performance dates; WHEREAS, GBR and the other Parties to this Agreement have reviewed the significant capital and financial requirements involving the ultimate ownership and support of a direct and indirect interest in CableTEL AD, its continuing growth requirements, and additional time and expense of operating a growing business in Bulgaria in the midst of a consolidating communications industry in Eastern Europe, including negotiations and discussions concerning the acquisition of up to ten other cable networks within Bulgaria to consolidate with or into CableTEL AD which requires significant capital and financing sources; WHEREAS, GBR has been involved in discussions with various sources of financing for the future growth and current operations costs of CableTEL AD, including with other potential parties which have expressed an interest in acquiring either the assets of CableTEL AD or a significant equity interest in the cable operations of CableTEL AD, which has resulted in GBR and the Individuals' reviewing the original transaction, the going forward requirements under the Acquisition Agreement, and tax and financial benefits or detriments to GBR and the Individuals collectively, all concluding that the Exchange Transaction should be rescinded and reversed by delivery to the Individuals from GBR of the entire equity interest of FEINC to R.Finley and J.Finley in their original proportions, and re-delivery to B.Phillips and G.Phillips of the entire equity interest of ARM in their original proportions, in exchange for the re-delivery by all of the Individuals or their Transferees (including CICILLC and PSIIMLLC) of all of the issued and outstanding 31,500 shares of the Preferred Stock for cancellation or future issuance in GBR's sole discretion, together with reimbursement to GBR of certain additional expenses incurred since October 12, 2004, and delivery of a sum of money to GBR for the additional costs and expenses it suffered during the period of indirect ownership, all as set forth below on such rescission to GBR; -2- ACCORDINGLY, for and in consideration of the foregoing premises, the mutual promises, covenants, representations and warranties contained herein and on the terms and subject to the conditions set forth herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged by all of the Parties hereto, the Parties hereto do hereby agree as follows: 2. Adoption of Recitals. The Parties hereto do hereby adopt, ratify and confirm the foregoing recitals in the same manner as if fully recopied herein. 3. Termination and Rescission of Original Transaction; Transfer and Assignment of Securities. Upon the terms and subject to the conditions herein, and upon the performance of the Parties hereto of their respective obligations hereunder, GBR and the Individuals, joined by the Transferees, hereby agree that the transaction covered by the Acquisition Agreement shall be and hereby is rescinded in its entirety ab initio, pursuant to which each Party will return as appropriate to the originating Party the respective securities held prior to October 12, 2004, and to effectuate such rescission: (a) GBR hereby assigns, transfers and conveys all of GBR's right, title and interest in and to the following securities, free and clear of any liens, claims or encumbrances, by execution and delivery of appropriate assignments and/or stock powers with respect to such interests as follows: (i) to R.Finley and J.Finley, all shares of stock, whether Common or Preferred, of FEINC in the proportion of 90 shares to R.Finley and 10 shares to J.Finley of the Common Stock of FEINC, same to constitute all (i.e., 100%) of the issued and outstanding Common Stock and voting securities of FEINC, and (ii) to B.Phillips and G.Phillips, all shares of stock, whether Common or Preferred, of ARM in the proportion of 200 shares to B.Phillips and 800 shares G.Phillips of the Common Stock of ARM, same to constitute all (i.e., 100%) of the issued and outstanding Common Stock and voting securities of ARM. Each of the Individuals hereby agrees to be bound by all of the terms of the respective shares of stock received by each of the Individuals pursuant to this Agreement in the same manner as if each of the Individuals had continued to be the owner and holder of the respective shares of Common Stock in FEINC and/or ARM, as the case may be, without any prior conveyance to GBR. (b) Correspondingly, each of the Individuals and the Transferees hereby assign, transfer and convey unto GBR all of the Individuals' and the Transferees' respective right, title and interest in and to any shares of the Preferred Stock held by any of the Individuals or the Transferees at any time from the date of the Acquisition Agreement to the date of this Agreement, which shall constitute in the aggregate the reconveyance to GBR of 31,500 shares of Preferred Stock of GBR. As further consideration for the transaction covered hereby, GBR shall cancel the 31,500 shares of GBR Preferred Stock upon its receipt of -3- certificates therefor pursuant to this Agreement. (c) EDC Global CN Corp., a Nevada corporation (which is owned by Envicon) and ARM, have assumed, by separate assumption agreement, all indebtedness incurred by GBR since October 1, 2004, incurred in connection with or related to advances by GBR to CableTEL AD or Tacaruna to fund the operation of CableTEL AD, and GBR has been relieved of all debt related to CableTEL AD. (d) R.Finley, prior to or contemporaneously with the execution of this Agreement has resigned as an officer and director of GBR and all of its subsidiaries. (e) GBR will, as soon as reasonably practicable, and subject to its compliance with all applicable American Stock Exchange, Inc. ("AMEX") and federal securities laws, change its name to a name which does not include the word "Cable" or "Cabel." 4. Payment and Delivery. In addition to the exchange of securities described in paragraph 2 above, SWI (on behalf of the Individuals and the Transferees, collectively) shall make payment to GBR of a "break-up fee" in a form acceptable to GBR of the aggregate sum of $1,500,000 representing a reimbursement to GBR of additional costs and expenses incurred and paid by GBR during the period from October 12, 2004 through the date of this Agreement which GBR would not have had to expend but for some involvement with CableTEL AD and representing additional consideration for GBR's entry into this Agreement. 5. Responsibility for Litigation. GBR is currently a named defendant in Cause No. 05-12021 styled Cable Partners Bulgaria, LLC and Cable Partners Europe, LLC v. CabelTel International Corporation f/k/a Greenbriar Corporation, et al. (the "CP Proceeding"), and may in the future become a party to other proceedings involving GBR's relationship with the Parties to this Agreement and/or CableTEL AD (the "Other Proceedings"). Notwithstanding any other provision of this Agreement, Envicon by separate instrument shall assume control of and be responsible for the CP Proceeding and all Other Proceedings with respect to GBR and shall become obligated for all costs and expenses related thereto, and Envicon shall indemnify, defend and save and hold GBR harmless from and against, for and in respect of any and all "Losses" (as defined below) which GBR may sustain based upon, arising out of or otherwise in respect of (i) the CP Proceeding, or (ii) the Other Proceedings, and/or (iii) GBR's affiliation with CableTEL AD prior to the date of this Agreement or any of the parties hereto with respect to the matters described in the recitals to this Agreement. For the purposes hereof, the terms "Loss" and/or "Losses" shall mean and be any and all losses, liabilities, damages, deficiencies, costs or expenses, penalties, interest, reasonable attorneys' and accountants' fees and disbursements and any punitive, consequential or exemplary damages or any similar damages to GBR resulting from or as a result of subpart (i), (ii) or (iii) above. -4- 6. Effective Date of Transaction for Tax and Accounting Purposes. Notwithstanding the actual date of execution of this Agreement or any stated or deemed effective date, the date of actual transfer of the securities or cash under this Agreement, the Parties hereby agree that for tax and accounting purposes, the transaction covered by this Agreement is a rescission and shall be deemed to be effective as of the original date of the Acquisition Agreement and the Effective Date stated therein which was October 1, 2004. 7. No Admission. Nothing contained in this Agreement shall be deemed to be or construed as an admission of liability by any of the Parties hereto with respect to any claims of any kind or nature or the subject matter of this Agreement or otherwise, all of which are disputed. Each of the undersigned hereby represents and warrants to the other that each signatory hereto has not transferred or assigned any claims or causes of action or any part thereof, if any, against any other Party, whether or not previously asserted. 8. Representations and Warranties of GBR. GBR hereby represents and warrants to the Individuals and agrees with the Individuals that the following representations and warranties are true, complete and correct as of the date of this Agreement and shall survive the date of this Agreement as provided herein: (a) Organization. GBR is a corporation duly-organized, validly-existing and in good standing under the laws of the State of Nevada. GBR has the corporate power and authority to acquire and own and cancel the GBR Preferred Stock. This Agreement is a valid and binding obligation of GBR enforceable in accordance with its terms, and GBR has the full power and authority (corporate and otherwise) to perform its obligations under this Agreement. (b) Authority Relative to this Agreement. GBR has the requisite power and authority to enter into, execute and deliver this Agreement and to consummate and perform all of the transactions contemplated hereby. The execution and delivery of this Agreement by GBR and the consummation and performance of the transaction as contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings, and this Agreement constitutes the valid and legally binding obligation of GBR enforceable in accordance with its terms. The execution, delivery, consummation and performance of this Agreement by GBR will not conflict with, result in the breach of or a violation of any term or provision of, or constitute a default under, the Articles of Incorporation, as amended, or Bylaws of GBR, nor conflict with, result in any breach or violation of any material term or provision of or constitute a material default under, any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which GBR is a party or by which it is bound. 9. Representations and Warranties of the Individuals and the Transferees. (a) Organization. Each of the Transferees is a limited liability company duly-organized, validly existing and in good standing under the laws of the State of Nevada. Each of the Transferees has the requisite -5- power and authority to make the transfers and commitments set forth in this Agreement. This Agreement is a valid and binding obligation of the Transferees and the Individuals in accordance with its terms, and each of the Individuals and Transferees has the full power and authority (corporate and/or otherwise) to perform its obligations under this Agreement. (b) Authority Relative to this Agreement. Each of the Individuals and the Transferees has the requisite power and authority to enter into, execute and deliver this Agreement and to consummate and perform all of the transactions contemplated hereby. The execution and delivery of this Agreement by the Individuals and the Transferees and the consummation and performance of the transactions as contemplated hereby have been duly and validly authorized by all necessary proceedings of any governing body or person required to consent, and this Agreement constitutes the valid and legally binding obligation of each of the Individuals and the Transferees enforceable in accordance with its terms. The execution, delivery, consummation and performance of this Agreement by each of the Individuals and the Transferees will not conflict with, result in the breach of or violation of any term or provision of, or constitute any default under any governing documents of the Transferees nor conflict with, result in any breach or violation of any material term or provision of or constitute a material default under, any statute, indenture, mortgage, deed of trust, note agreement or instrument to which any of the Individuals or the Transferees is a party, or by which any of the Individuals or the Transferees is bound. 10. Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and agreements of GBR, the Individuals and the Transferees hereunder shall, except as otherwise expressly stated in such item, survive the date of this Agreement until the applicable expiration of the statute of limitations and all certificates and other documents delivered hereunder or to be delivered from one Party to any other Party are true or will be true when delivered and will survive the date of this Agreement until the applicable expiration of the statute of limitations except as otherwise expressly stated in such item or are waived in writing. Each of the Parties hereto hereby agree to indemnify, save and hold the other Parties harmless from and against any and all loss, claim, expense, demand, damage or liability arising from or related to a breach of any one or more of the representations, warranties, covenants and agreements set forth in this Agreement. 11. Certain Covenants. Each of the Parties hereby covenant to the others and agree with the others as follows: (a) Access to Information and Records. On and after the date of this Agreement, each of the Parties hereto shall give to the other Parties hereto, their respective counsel, accountants and other representatives reasonable access, during normal business hours, without unreasonably interfering with the respective business operations of each, to all information, books and records of or relating to matters involving the Acquisition Agreement, CableTEL AD, or any of the other entities -6- mentioned in this Agreement, and to make copies therefrom or extracts therefrom and will furnish each other all documents and information with respect thereto as each other may from time to time reasonably request in connection with the preparation of reports, tax returns, litigation, compliance reports or other matters to which any of the Parties hereto is subject. In due course, it is contemplated that each of the Parties hereto will file tax returns and/or prepare financial statements and/or reports to governmental agencies which will require access to information in the possession of certain of the other Parties. (b) No Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by the Parties directly without the intervention of any other Person as the result of any act of any of the Parties hereto which might give rise to any valid claim against any Party hereto for a brokerage commission or like payment. Each of the Parties hereto hereby agrees to indemnify, save and hold harmless the other Parties from and against any such claim of any such Person. 12. Benefit to GBR. The Acquisition Agreement, as amended by Amendment No. 1, provided that in the event the stockholders of GBR did not approve by the requisite number of votes either the transaction covered by the Acquisition Agreement or a contemplated mandatory exchange of shares of Common Stock for shares of Preferred Stock described in the Acquisition Agreement, that the holders of the Preferred Stock would have the option, exercisable by all, but not less than all, at any time after June 30, 2006 until 12:00 noon, local Dallas, Texas time on June 30, 2007 (i.e., a "Put Option"), to either (i) rescind in full and revoke the transaction covered by the Acquisition Agreement by returning all 31,500 shares of Preferred Stock to GBR, upon which GBR would, within two (2) Business Days, deliver back to such holders all equity securities of any entity owning all of the ordinary shares and other securities of Tacaruna BV or CableTEL AD, or (ii) deliver to GBR all 31,500 shares of Preferred Stock of GBR and receive in exchange therefor all of the ordinary shares and other securities of Tacaruna BV outstanding and owned by GBR such that the holders would become the owner and holder of all of the issued and outstanding securities of Tacaruna BV, which in turn, continued to own directly and indirectly 74.8% of CableTEL AD. The effect of the transactions contemplated by this Agreement is to void or otherwise render incapable of satisfaction the potential rescission contemplated by the Acquisition Agreement as the Parties hereto have entered into an alternate arrangement rescinding the transaction ab initio, with the result being that GBR receives back all of the Preferred Stock for cancellation, receives a reimbursement of certain costs and expenses incurred, and receives an additional sum of money. Such original transaction contemplated by the Acquisition Agreement, if it had ultimately been consummated through the mandatory exchange of shares of Common Stock for Preferred Stock, would have resulted in the existing holders of Common Stock of GBR holding the equivalent of ten percent (10%), plus in GBR which would be subject to significant funding requirements to support CableTEL AD. While the arrangement covered by this Agreement is not exactly the same, it is comparatively believed by the Parties hereto to be fair to the Common Stockholders of GBR and -7- potentially more beneficial to such stockholders in the future as it does not require GBR to fund the operations of CableTEL AD in the future, and provides a break-up fee to GBR in excess of GBR's incurred costs related to CableTEL AD over a nineteen-month period. 13. No Other Inducements; Voluntary Execution. In making this Agreement, each of the Parties hereto understand and represent to each other that they have relied solely on their own judgment, belief and knowledge of the nature and extent of the matters set forth herein, and each of the Parties hereto represent and covenant that they have not been influenced to any extent whatsoever in making this Agreement by any representations or statements made by any Person or entity other than the representations specifically set forth herein. Each of the Parties hereby acknowledge by their respective execution below and represent to each other that they have read this Agreement, that they fully understand it, that each has had the benefit of the advice of counsel of their own choosing, that each has relied solely and completely upon their own judgment and the advice of their own counsel in entering into this Agreement, that no promise, inducement or agreement not herein expressed has been made to the Parties, that each Party is authorized to execute this Agreement, and that each has executed it as his or its own free will and accord. It is expressly understood and agreed by all of the Parties hereto that the terms of this Agreement are contractual and not mere recitals. 14. Miscellaneous. The following provisions form a part of this Agreement: (a) Costs and Expenses. Except as otherwise provided in this Agreement, each Party hereto shall bear its own costs, expenses and fees incurred or assumed by such Party in the preparation or execution of this Agreement and in complying with the covenants and conditions herein, whether or not the transactions contemplated hereby shall be consummated. (b) Notices. Any notice or other communication required or permitted to be given by this Agreement or any other document or instrument referred to herein or executed in connection herewith must be given in writing (which may be by telecopy followed by mail or personal delivery), and must be personally delivered or mailed by prepaid, certified or registered mail, to the Party to whom such notice or communication is directed, at the address of such Party set forth opposite his name on the signature pages to this Agreement. Subject to the other provisions of this Agreement, any Party may change its address (or redesignate the Person to whom such notice shall be delivered) for purposes of this Agreement by giving notice of such change to the other Party pursuant to this section. In each instance, with respect to any such notice so given, it shall only be effective upon receipt by the Party intended to receive same. (c) Further Cooperation. To the extent that any Party's further approval or other action is deemed necessary or desirable by the other Party in order to effectuate the terms and conditions of this Agreement and the conveyances, the Parties hereby agree to execute all reasonable documents and all actions reasonably requested by the other Party to effectuate the terms and conditions of this Agreement. -8- (d) Contents of Agreement; Parties-in-Interest; Assignments. This Agreement, together with the exhibits annexed hereto and other documents executed in connection with the Closing, sets forth the entire understanding of the patties with respect to the actions contemplated hereby and any previous agreements or understandings between the Parties regarding the subject matter hereof is merged into and superseded by this Agreement. All representations, warranties, covenants, terms, conditions and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Parties hereto. This Agreement may not be assigned by either Party hereto without the prior written consent of the other Party. (e) Captions. The captions or titles of any paragraph or provision of this Agreement or any exhibit annexed hereto are for convenience of reference only, are not to be construed as a part of this Agreement, and shall not operate or be construed as defining or limiting in any way the scope of any provision hereof (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which collectively shall constitute one and the same instrument representing the agreement between the Parties hereto, and it shall not be necessary for the proof of this Agreement that any Party produce or account for more than one such counterpart. (g) Modification or Waiver. This Agreement may be amended, modified or superseded and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by a written instrument executed by the Parties hereto. No waiver of any nature, in any one or more instance, shall be deemed to be or be construed as a as a further or continued waiver of any condition or any breach of any other term, covenant, representation or warranty in this Agreement. This Agreement and each revision hereof may not waived, altered, amended or modified, except in writing, duly executed by both Parties. (h) Governing Law and Enforcement. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, the state in which it was negotiated, executed and delivered. Should any clause, sentence, section or paragraph of this Agreement be judicially or administratively declared to be invalid, unenforceable or void under the laws of the State of Texas or the United States of America, or any agency or subdivision thereof, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement and the Parties hereto agree that the part or parts of this Agreement so held to be valid, unenforceable or void shall be deemed to have been deleted herefrom and the remainder shall have the same force and effect as if such part or parts had never been included herein. In the event any -9- Party hereto shall fail to perform any of its obligations under this Agreement such Party hereby agrees to pay all reasonable expenses, including attorneys' fees, which may be incurred by any Party hereto which is successful in enforcing this Agreement. (i) Facsimile; Electronic Transmission. This Agreement may be transmitted by facsimile or electronic transmission, and it is the intent of the Parties for the facsimile of an autograph reproduced by a receiving facsimile machine or computer to be an original signature, and for the facsimile and any complete photocopy of this Agreement to be deemed an original counterpart. -10- IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date and year first above written in multiple counterparts, each of which shall constitute one and the same instrument. Addresses, Telephone Nos., Facsimile Nos., etc., for Notices CABELTEL INTERNATIONAL CORPORATION, formerly Greenbriar Corporation, a Nevada corporation 1755 Wittington Place, Suite 340 By: /s/ Gene S. Bertcher Dallas, Texas 75234 ------------------------------- 972-407-8400 (Telephone) Gene S. Bertcher, President and 972-407-8436 (Facsimile) Chief Financial Officer /s/ Ronald C. Finley (Telephone) ------------------------------- (Facsimile) Ronald C. Finley /s/ Jeffrey A. Finley (Telephone) ------------------------------- (Facsimile) Jeffrey A. Finley 1800 Valley View Lane, Suite 300 Dallas, Texas 75234 /s/ Bradford A. Phillips (Telephone) ------------------------------- (Facsimile) Bradford A. Phillips 1800 Valley View Lane, Suite 300 Dallas, Texas 75234 /s/ Gene E. Phillips (Telephone) ------------------------------- (Facsimile) Gene E. Phillips -11- The following have joined in this Agreement by their respective execution below: CIC INVESTMENT LLC, a Nevada limited liability company 1800 Valley View Lane By: /s/ Gene E. Phillips Suite 300 ------------------------------- Dallas, Texas 75234 Name: Gene E. Phillips (Telephone) Title: Manager (Facsimile) PS II MANAGEMENT LLC, a Texas limited liability company 1800 Valley View Lane Suite 300 By: /s/ Bradford A. Phillips Dallas, Texas 75234 ------------------------------- (Telephone) Name: Bradford A. Phillips (Facsimile) Title: President ENVICON DEVELOPMENT CORP., a Nevada corporation 1800 Valley View Lane Suite 300 By: /s/ Ken L. Joines Dallas, Texas 75234 ------------------------------- (Telephone) Name: Ken L. Joines (Facsimile) Title: Vice President SYNTEK WEST, INC., a Nevada corporation By: /s/ Gene E. Phillips 1755 Wittington Place, Suite 340 ------------------------------- Dallas, Texas 75234 Name: Gene E. Phillips (Telephone) Title: President (Facsimile) -12- EX-99.2 3 cabel8kex992060106.txt PRESS RELEASE DATED JUNE 27, 2006. EXHIBIT 99.2 CabelTel International Corporation Announces Rescission of Prior Transaction Dallas, Texas (Business Wire) June 27, 2006: CabelTel International Corporation ("CIC" or "the Company") (AMEX: GBR), a Dallas-based company with investments in a retirement center and a North Texas outlet mall , announced that on June 27, 2006, it signed a rescission agreement with the holders of its Series J 2% Preferred Stock ("Series J") and others. The rescission agreement which is dated as of June 1 covers the return of the Series J to the Company for cancellation and return by the Company to four individuals the stock of two privately-held corporations which own 74.8% of CableTEL AD, a Bulgarian telecommunications company ("CableTEL AD"). The effect of the Rescission Agreement is for the Company to divest its interest in CableTEL AD. On October 12, 2004, the Company acquired, for 31,500 shares of newly-designated 2% Series J Preferred Stock, two corporations which, in turn, owned 74.8% of CableTEL AD. The terms of the acquisition agreement required the Company to present a proposal to its stockholders to approve the mandatory exchange of all shares of Series J Preferred Stock into 8,788,500 shares of common stock which, if approved by stockholders, would have represented 90% of the resulting total issued and outstanding shares of common stock in the Company. Because the exchange had not actually been completed, the Company did not consolidate CableTEL AD operations for financial statement purposes. The intent of the rescission agreement is to void from the beginning the original acquisition agreement. Under the terms of the rescission agreement: o The Company will cancel the 31,500 shares of Series J. o Subject to compliance with all applicable American Stock Exchange rules and federal securities laws, the Company will change its name to a name that does not include the words "cable" or "cabel." o All receivables and payables of the Company related to CableTEL AD were transferred to companies unrelated to CIC with no net effect upon the Company's financial condition. o The Company received a "break-up" fee of $1,500,000 in the form of a 9 1/2% tax free bond from an unrelated third party. o The Company will be indemnified for any current and future litigation involving CIC or its affiliates which is derived from CIC's relationship with CableTEL AD. o With the separation of interests of the Company and CableTEL AD, Ronald C. Finley, Principal Executive Officer of CableTEL AD on June 27, 2006, resigned effective June 1, 2006, his positions as a Director and Chairman and Chief Executive Officer of the Company. No disagreement exists between the Company and Mr. Finley on any matter relating to the Company's operations, policies or practices. CabelTel International Corporation (AMEX:GBR) is a Dallas-based company with investments in a retirement center and a North Texas outlet mall. For more information, go to the Company's website at www.cabeltel.us. Certain statements in this media release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words "estimate", "plan", "intend", "expect", "anticipate", "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. CabelTel International Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projects contained in any forward-looking statements are described under ITEM 1A. RISK FACTORS in the Company's Form 10-K for the fiscal year ended December 31, 2005. -----END PRIVACY-ENHANCED MESSAGE-----