Letter Agreement for Purchase of Illiquid Investments between GAINSCO, INC. and Goff Moore Strategic Partners, L.P.

Summary

GAINSCO, INC. is requiring Goff Moore Strategic Partners, L.P. to purchase certain illiquid investments for $2,087,354.27, as allowed under their existing Securities Purchase Agreement. The purchase is to be completed by February 28, 2002, with funds wired to GAINSCO. Upon payment, GAINSCO will transfer the investments, free of liens, to Goff Moore Strategic Partners. The agreement is confirmed by both parties' signatures.

EX-10.24 4 dex1024.txt LETTER AGREEMENT EXHIBIT 10.24 GAINSCO, INC. 500 Commerce Street Fort Worth, Texas 75102-5439 February 27, 2002 Goff Moore Strategic Partners, L.P. 777 Main Street, Suite 2250 Fort Worth, Texas 76102 Re: Securities Purchase Agreement dated as of February 26, 2001 between GAINSCO, INC. ("GNA") and Goff Moore Strategic Partners, L.P. ("GMSP") (as amended, the "Purchase Agreement") Gentlemen: We hereby exercise our right, pursuant to Section 6.9 of the Purchase Agreement, to require GMSP to purchase the Illiquid Investments (as defined in the Purchase Agreement) from GNA for a purchase price equal to the sum of $2,087,354.27 (the "Purchase Price"). We request that you agree to consummate such purchase on February 28, 2002 and to wire the Purchase Price to GNA in immediately available funds on or before February 28, 2002, in accordance with the wiring instructions provided by GNA. The Purchase Price shall be allocated among the Illiquid Investments as set forth on Exhibit "A" attached hereto. Upon receipt of the Purchase Price, GNA shall execute and deliver to GMSP the Assignment attached hereto as Exhibit "B" in respect of the Illiquid Investments described therein and the remaining Illiquid Investments shall be transferred to GMSP forthwith thereafter, free and clear of all liens and encumbrances. If you are in agreement with the foregoing, please execute this letter in the space provided below and return an executed counterpart to us. Sincerely, GAINSCO, INC. By: /S/ Glenn W. Anderson --------------------------------- Glenn W. Anderson President and Chief Executive Officer GAINSCO, INC. February 27, 2002 Page 2 of 3 ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE: GOFF MOORE STRATEGIC PARTNERS, L.P. By: GMSP Operating Partners, L.P., its general partner By: GMSP, L.L.C., its general partner By: /S/ J. Randall Chappel -------------------------------- J. Randall Chappel, Principal GAINSCO, INC. February 27, 2002 Page 3 of 3 EXHIBIT "A" Allocation of Purchase Price HTVN $1,028,742 Interest in GNA Investments I LP $1,058,613