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 of 1934
Date of Report (Date of earliest event reported): July 1,
1997
International Thoroughbred Breeders,Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-9624 22-2332039
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
P.O. Box 1232
Cherry Hill, NJ 08034
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
609-488-3838
Item 2. Other Events.
On July 1, 1997, International Thoroughbred
Breeders, Inc. (the "Company") issued 2,093,868 shares of
its Common Stock, $2.00 par value (the "Shares"), to Casino-Co Corporation
("Casino-Co"), a Nevada corporation and wholly-owned subsidiary of Las Vegas
Entertainment Network, Inc. ("LVEN"), a Delaware corporation, in exchange for
cancellation of a $10.5 million secured promissory note
dated January 24, 1996 (the "Note") issued by the Company
and its wholly-owned subsidiary, Orion Casino Corporation,
to LVEN's wholly-owned subsidiary, Country Land Properties,
Inc. ("CLP") in connection with the acquisition of the El
Rancho property in Las Vegas, which Note had previously been
assigned by CLP to Casino-Co (the "Conversion"). The
Company also issued 232,652 shares of its Common Stock to
Credit Suisse First Boston Mortgage Capital LLC ("CSFB"),
the Company's principal lender, in consideration of CSFB's
consent to the Conversion. The shares issued to Casino-Co
and CSFB were based on a $5.00 per share valuation.
Casino-Co and LVEN granted a proxy to Nunzio P.
DeSantis, the Company's Chief Executive Officer, to vote all
or any portion of the 2,093,868 shares of the Company's
Common Stock until the occurrence of certain events,
including the repayment of the Company's obligations to CSFB
or the distribution of the Shares to LVEN's shareholders
generally. The Company also granted Casino-Co registration
rights with respect to the Shares.
In a separate transaction, the Company is discussing with LVEN the
acquisition of Casino-Co which holds a right to receive certain contingent
consideration based on the "adjusted cash flow" from the development of the
Las Vegas property. The acquisition is subject to, among other things, an
independent valuation of Casino-Co, the receipt of independent fairness
opinions and Board and shareholder approval. There can be no assurance that
such transaction will be completed.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits.
The following exhibits are filed as part of
this Report:
10.1 Proxy dated July 1, 1997 of LVEN and
Casino-Co granted to Nunzio P. DeSantis.
10.2 Registration Rights Agreement dated July
1, 1997 between the Company and Casino-Co.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: July 15, 1997 INTERNATIONAL
THOROUGHBRED
BREEDERS, INC.
By/s/William H. Warner
William H. Warner,Treasurer,
Principal Financial and
Accounting Officer
EXHIBIT INDEX
Exhibit No. Description of Document
10.1 Proxy dated July 1, 1997 of LVEN and Casino-Co granted to
Nunzio P. DeSantis.
10.2 Registration Rights Agreement dated July 1, 1997 between
the Company and Casino-Co.
PROXY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned hereby appoints Nunzio P. DeSantis ("Mr.
DeSantis"), with full power of substitution and
resubstitution, as the lawful proxy for the undersigned, to
vote all or any portion of the 2,093,868 shares (the
"Conversion Shares") of Common Stock of International
Thoroughbred Breeders, Inc., a Delaware corporation ("ITB"),
which either of the undersigned is now and/or hereafter may
be entitled to vote, for and in the name, place and stead of
the undersigned, at any annual, special or other meeting of
the holders of shares of voting stock of ITB and at any
adjournment thereof, or pursuant to any consent in lieu of a
meeting, at which meeting or in connection with such consent
action shall be taken, and hereby grants to Mr. DeSantis all
the powers the undersigned should possess if personally
present thereat or as if executing such a consent. The
following proxy is coupled with an interest and, therefore,
is not terminable by the undersigned until the earlier of
(i) the date on which the loan and all of the other
obligations of ITB and certain of its direct and indirect
subsidiaries owing to Credit Suisse First Boston Mortgage
Capital LLC, a Delaware limited liability company ("CSFB"),
under the Loan Agreement dated May 23, 1997 among CSFB, ITB
and certain of its direct and indirect subsidiaries, and the
related loan documents, have been repaid in full, (ii) the
date on which the Conversion Shares are distributed to the
shareholders of Las Vegas Entertainment Network, Inc.
generally, (iii) the date on which the undersigned sell the
Conversion Shares to or the undersigned (if then a holder of
Conversion Shares) is acquired by, or merged with or into, a
person or entity that is not affiliated with the undersigned
or Mr. Joseph A. Corazzi and (iv) the date on which Mr.
DeSantis dies or becomes mentally incompetent, in any of
which event, the undersigned may revoke this Proxy by filing
with the Secretary of ITB a written notice of said
revocation subscribed by the undersigned. The undersigned
hereby waives any formal or documentary defect which might
cause the Proxy granted hereunder to be invalid and
unenforceable. The undersigned hereby agree to execute such
other instruments as Mr. DeSantis shall reasonably request
to confirm the validity and enforceability of the Proxy
granted hereunder.
IN WITNESS WHEREOF, the undersigned have executed
and delivered this Proxy on this 1st day of July, 1997.
LAS VEGAS ENTERTAINMENT NETWORK, INC.,
a Delaware corporation
By:/s/ Joseph A. Corazzi
Joseph A. Corazzi, President
CASINO-CO CORPORATION,
a Nevada corporation
By:/s/ Joseph A. Corazzi
Joseph A. Corazzi, President
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated July 1, 1997 by and between
INTERNATIONAL THOROUGHBRED BREEDERS, INC., a Delaware
corporation (the "Company"), and CASINO-CO CORPORATION, a
Nevada corporation ("Casino-Co").
BACKGROUND
The Company has agreed, upon the terms and
conditions set forth in that certain Tri-Party Agreement
dated as of May 23, 1997 (the "Tri-Party Agreement") among
the Company, Las Vegas Entertainment Network, Inc., a
Delaware corporation and the parent of Casino-Co ("LVEN"),
and Credit Suisse First Boston Mortgage Capital LLC, a
Delaware limited liability company, to issue 2,093,868
shares (the "Conversion Shares") of Common Stock of the
Company, $2.00 par value, in exchange for that certain
promissory note issued by the Company and its wholly-owned
subsidiary, Orion Casino Corporation, to LVEN's wholly-owned
subsidiary, Countryland Properties, Inc. ("CLP"), which
promissory note has been assigned by CLP to, and is
presently held by, Casino-Co. The Tri-Party Agreement
provides for certain registration rights under the
Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any other similar successor
statute (collectively, the "Securities Act"), with respect
to the Conversion Shares in order to induce LVEN and Casino-Co to enter into
the transactions contemplated by the Tri-Party Agreement.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein, and intending to
be legally bound hereby, the Company and Casino-Co hereby
agree as follows:
1. Certain Definitions. As used in this
Agreement, the following terms shall have the following
respective meanings:
(a) "Commission" means the Securities and
Exchange Commission, or any other federal agency at the time
administering the Securities Act.
(b) "Exchange Act" means the Securities
Exchange Act of 1934 or any successor federal statute, and
the rules and regulations of the Commission issued under
such Exchange Act, as they each may, from time to time, be
in effect.
(c) "Registration Statement" means a
registration statement filed by the Company with the
Commission for a public offering and sale of equity
securities of the Company (other than a registration
statement on Form S-8 or Form S-4, or their successors, or
any other form for a limited purpose, or any registration
statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
(d) "Registration Expenses" means the
expenses described in Section 5 hereof.
(e) "Registrable Shares" means the
Conversion Shares and any other shares of Common Stock of
the Company issued in respect of such shares (because of
stock splits, stock dividends, reclassifications,
recapitalizations, or similar events); provided, however,
that shares of Common Stock which are Registrable Shares
shall cease to be Registrable Shares upon any sale pursuant
to a Registration Statement or any other sale or transfer of
the Registrable Shares in any manner to any person or
entity.
2. Piggy-Back Registration.
(a) If at any time and from time to time the
Company proposes to file a Registration Statement, it will,
prior to such filing, give written notice to Casino-Co of
its intention to do so and, upon the written request of
Casino-Co given within 20 days after the Company provides
such notice (which request shall specify the Registrable
Shares intended to be disposed of by Casino-Co and the
intended method of disposition thereof), the Company,
subject to the provisions hereof, shall use its best efforts
to cause all Registrable Shares which the Company has been
requested by Casino-Co to register to be registered under
the Securities Act to the extent necessary to permit their
sale or other disposition in accordance with the intended
methods of distribution specified in the request of Casino-Co; provided that
the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 2 hereof without obligation to Casino-Co.
(b) In connection with any offering under
this Section 2 involving an underwriting, the Company shall
not be required to include any Registrable Shares in such
underwriting unless Casino-Co accepts the terms of the
underwriting as agreed upon between the Company and the
underwriters selected by it, and then only in such quantity
as will not, in the opinion of the underwriters, jeopardize
the success of the offering by the Company. If, in the
opinion of the managing underwriter, the registration of
all, or part of, the Registrable Shares which Casino-Co has
requested to be included would materially and adversely
affect such public offering, then the Company shall be
required to include in the underwriting only that number of
Registrable Shares, if any, which the managing underwriter
believes may be sold without causing such adverse effect. If
the number of Registrable Shares to be included in the
underwriting in accordance with the foregoing is less than
the total number of Registerable Shares which Casino-Co has
requested to be included, then Casino-Co and other holders
of securities entitled to include securities in such
registration shall participate in the underwriting pro rata
based upon the relative number of shares of Common Stock
Casino-Co and each holder of such other securities has
requested to be included in such registration.
3. Demand Registration Rights. Upon the request
of Casino-Co and, subject to the provisions hereof, the
Company will use its best efforts to cause such of the
Registrable Shares as may be requested by Casino-Co to be
registered under the Securities Act as expeditiously as
possible. The Company shall not be required to effect more
than two registrations pursuant to this Section 3; provided,
however, that each obligation shall be deemed satisfied when
a Registration Statement covering Registrable Shares
specified in notices received as aforesaid, for sale in
accordance with the method of disposition specified by
Casino-Co, shall become effective and shall have remained
effective for at least 60 days (provided that if the reason
that the Registration Statement does not become effective is
as a direct result of the gross negligence or willful
misconduct of Casino-Co, such attempt at registration shall
satisfy the requirements of a "demand" registration under
this Section 3). The Company will be entitled to include in
any registration statement referred to in this Section 3 for
sale in accordance with the method of disposition specified
above, securities to be sold by the Company for its own
account and securities of any other holder having
registration rights, unless in the opinion of the managing
underwriter (if such method of disposition shall be an
underwritten public offering), such inclusion would
adversely affect the marketing of the Registrable Shares to
be sold.
4. Registration Procedures. If and whenever the
Company is required by the provisions of this Agreement to
use its best efforts to effect the registration of any of
the Registrable Shares under the Securities Act, the Company
shall:
(a) prepare and file with the Commission a
Registration Statement with respect to such Registrable
Shares and use its best efforts to cause that Registration
Statement to become and remain effective, provided, however,
that the Company may discontinue any registration of its
securities which is being effected pursuant to Section 2
herein at any time prior to the effective date of the
Registration Statement relating thereto;
(b) as soon as reasonably practicable
prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus
included in the Registration Statement as may be necessary
to keep the Registration Statement effective until the
earlier of (i) the period of time required by the
Commission, or (ii) 120 days from the effective date;
(c) as soon as reasonably practicable
furnish to Casino-Co such reasonable numbers of copies of
the prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and
such other documents as Casino-Co may reasonably request in
order to facilitate the public sale or other disposition of
the Registrable Shares owned by Casino-Co;
(d) as soon as reasonably practicable use
its best efforts to register or qualify the Registrable
Shares covered by the Registration Statement under the
securities or Blue Sky laws of states within the United
States as Casino-Co shall reasonably request; provided,
however, that the Company shall not be required in
connection with this subsection 4(d) to (i) qualify as a
foreign corporation in any jurisdiction where, but for the
requirements of this subsection 4(d), it would not be
obligated to be so qualified, (ii) execute a general consent
to service of process in any jurisdiction, (iii) subject
itself to taxation in any such jurisdiction, or (iv)
register in any state requiring, as a condition to
registration, escrow or surrender of any Company securities
held by any security holder other than Casino-Co; and
(e) if an underwritten public offering,
obtain a comfort letter from the Company's independent
public accountants in customary form and covering such
matters of the type customarily covered by comfort letters
and an opinion from the Company's counsel in customary form
and covering such matters of the type customarily covered in
public issuances of securities, in each case addressed to
Casino-Co.
If the Company has delivered a preliminary or
final prospectus to Casino-Co and after having done so the
prospectus is amended to comply with the requirements of the
Securities Act, the Company shall promptly notify Casino-Co
and, if requested, Casino-Co shall immediately cease making
offers of Registrable Shares and return all prospectuses to
the Company. The Company shall promptly provide Casino-Co
with revised prospectuses and, following receipt of the
revised prospectuses, Casino-Co shall be free to resume
making offers of the Registrable Shares.
Notwithstanding any other provisions of this
Agreement, upon receipt by Casino-Co of a written notice
signed by the Chief Executive Officer, Chief Operating
Officer or Chief Financial Officer of the Company, to the
effect set forth below, the Company shall not be obligated
during a reasonable period of time thereafter to effect any
registrations pursuant to this Agreement, and Casino-Co
agrees that it will immediately suspend sales of shares
under any effective Registration Statement for a reasonable
period of time, in either case not to exceed 90 days, at any
time during which, in the Company's reasonable judgment, (i)
there is a development involving the Company or any of its
affiliates which is material but which has not yet been
publicly disclosed or (ii) sales pursuant to the
Registration Statement would materially and adversely affect
an unwritten public offering for the account of the Company
and any other material financing project where a proposed or
pending material merger or other material acquisition or
material business combination or material disposition of the
Company's assets, to which the Company or any of its
affiliates is, or is expected to be, a party. In the event
a registration is postponed or sales by Casino-Co pursuant
to an effective Registration Statement are suspended in
accordance with this paragraph, there shall be added to the
period during which the Company is obligated keep a
registration effective the number of days for which the
registration was postponed or sales were suspended.
5. Expenses of Registration. The Company will
pay all Registration Expenses of all registrations under
this Agreement. For purposes of this Agreement, the term
"Registration Expenses" shall mean all expenses incurred by
the Company in complying with this Agreement, including
without limitation, all registration and filing fees,
exchange listing fees, printing expenses, the fees and
disbursements of counsel for the Company and the reasonable
fees and disbursements of one counsel selected by Casino-Co,
the fees and disbursements of the Company's accountants,
state Blue Sky fees and expenses, and the expense of any
special audits incident to or required by any such
registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of Casino-Co's own
counsel.
6. Indemnification.
(a) Indemnification of Casino-Co. In the
event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless Casino-Co, each of
its directors and officers and each other person, if any,
who controls Casino-Co within the meaning of the Securities
Act or the Exchange Act against any losses, claims, damages
or liabilities to which Casino-Co or controlling person may
become subject under the Securities Act, the Exchange Act,
Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares
were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to such
Registration Statement, or arise out of or are based upon
the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which
they were made, not misleading; and the Company will
reimburse Casino-Co and each such controlling person for any
legal or any other expenses reasonably incurred by Casino-Co
or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any
untrue statement or omission made in such Registration
Statement, preliminary prospectus or prospectus, or any such
amendment or supplement, in reliance upon and in conformity
with information furnished to the Company, in writing, by or
on behalf of Casino-Co or controlling person specifically
for use in the preparation thereof; and provided further,
however, that any indemnification contained in this
paragraph with respect to any preliminary prospectus shall
not inure to the benefit of any person who otherwise is
entitled to indemnification hereunder on account of any
loss, liability, claim, damage or expense if a copy of an
amended or supplemental preliminary prospectus, or the final
prospectus, shall have been delivered or sent to such person
within the time required by the Securities Act, and the
untrue statement or omission of a material fact was
corrected in such amended or supplemental preliminary
prospectus or final prospectus and provided that such person
did not deliver such amended or supplemental preliminary
prospectus or final prospectus on a timely basis.
(b) Indemnification of the Company. In the
event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, Casino-Co will indemnify
and hold harmless the Company, each of its directors and officers and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company, such
directors and officers or controlling persons may become
subject under the Securities Act, Exchange Act, Blue Sky
laws or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration
Statement under which such Registrable Shares were
registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon
any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which
they were made, not misleading, if the statement or omission
was made in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of
Casino-Co or controlling person, specifically for use in
connection with the preparation of such Registration
Statement, prospectus, amendment or supplement.
(c) Notice of Claim. Each party entitled to
indemnification under this Section 6 (the "Indemnified
Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as
to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom; provided that counsel
for the Indemnifying Party, who shall conduct the defense of
such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under
this Section 6 unless the failure to provide such notice
materially prejudices the defense by the Indemnifying Party
against such claim. The Indemnified Party may participate in
such defense at such party's expense (provided that the
counsel of the Indemnifying Party shall control the defense
of such claim or proceeding); provided, however, that the
Indemnifying Party shall pay such expense if representation
of such Indemnified Party by the counsel retained by the
Indemnifying Party would, in the opinion of counsel of the
Indemnified Party, be inappropriate due to actual or
potential differing interests between the Indemnified Party
and any other party represented by such counsel in such
proceeding, it being understood, however, that in such
event, the Indemnifying Party shall be liable for the
reasonable fees and expenses of only one counsel for the
Indemnified Parties. No Indemnifying Party, in the defense
of any such claim or litigation shall as to an Indemnified
Party, except with the consent of such Indemnified Party,
consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall
consent to entry of any judgment or settle such claim or
litigation without the prior written consent of the
Indemnifying Party.
7. Underwriting Agreement. In the event that
Registrable Shares are sold pursuant to a Registration
Statement in an underwritten offering, Casino-Co agrees to
enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for the
underwriting (together with the Company and other holders of
securities distributing their shares through such
underwriting), containing customary representations and
warranties with respect to Casino-Co, including without
limitation, customary provisions with respect to
indemnification by Casino-Co of the underwriters of such
offering.
8. Rule 144. The Company covenants that it will
file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if the
Company is not required to file such reports, it will, upon
the request of Casino-Co, make publicly available such
information as necessary to permit sales pursuant to Rule
144 under the Securities Act) and it will do all such other
acts and things from time to time as requested by Casino-Co
to the extent required from time to time to enable Casino-Co
to sell Registrable Shares without registration under the
Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or
regulation hereunder adopted by the Commission.
9. Cooperation. Casino-Co shall furnish to the
Company such information regarding Casino-Co and the
distribution proposed by Casino-Co as the Company may from
time to time request in writing, and shall do such
reasonable acts and things as the Company may from time to
time request, with respect to any registration,
qualification or compliance referred to in this Agreement
and in order to permit the Company to comply with the
requirements of law. Any failure by Casino-Co to make
available such information or to do such acts and things
shall constitute a waiver by Casino-Co of its rights to
include Casino-Co's Registrable Shares in any such
registration.
10. Lock-Up Agreement. Casino-Co, if requested
by the Company and an underwriter of Common Stock or other
securities of the Company, shall agree not to sell or
otherwise transfer or dispose of any Registrable Shares or
other securities of the Company held by Casino-Co for a
specified period of time (not to exceed 180 days) following
the effective date of a Registration Statement. Such
agreement shall be in writing in a form satisfactory to the
Company and such underwriter. The Company may impose stop
transfer instructions with respect to the Registrable Shares
or other securities subject to the foregoing restriction
until the end of the lock-up period.
11. Restriction on Resale. Unless otherwise
agreed by the Company, until the date on which there are no
Registrable Shares, Casino-Co agrees that it will not resell
such Registrable Shares without registration under the
Securities Act, compliance with Rule 144 under the
Securities Act or an opinion of counsel for the Company,
addressed to the Company, to the effect that no such
registration is required. All reasonable costs, fees and
expenses of counsel in connection with such opinion shall be
borne by the Company.
12. Miscellaneous.
(a) Controlling Law. This Agreement shall
be governed by and construed in accordance with the laws of
the State of New Jersey.
(b) Notices. All notices and other
communications hereunder shall be in writing and shall be
sent by certified mail, postage prepaid, return receipt
requested; by an overnight express courier service that
provides written confirmation of delivery; or by facsimile
with written confirmation by the sending machine or with
telephone confirmation of receipt, addressed as follows:
(i) If to Company:
Nunzio P. DeSantis, Chief Executive
Officer
Route 70 and Haddonfield Road
Cherry Hill, NJ 08034
Fax: 609-488-3835
(ii) If to Casino-Co:
Joseph A. Corazzi, President
1801 Century Park East, Suite 2300
Los Angeles, CA 90067
Fax: 310-551-0011
Any party may alter the address to which
communications or copies are to be sent by giving notice of
such change of address in conformity with the provisions of
this paragraph for the giving of notice.
(c) Binding Nature of Agreement. This
Agreement shall be binding upon and inure to the benefit of
Company and its successors and assigns and shall be binding
upon Casino-Co and its successors. This Agreement may not
be assigned by Casino-Co other than to LVEN and/or an entity
which is a wholly-owned subsidiary of LVEN and to which, in
either case, all or some portion of the Registrable Shares
are transferred.
(d) Execution in Counterparts. This
Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original as against
any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts
hereof, individually taken together, shall bear the
signatures of all of the parties reflected hereon as the
signatories.
(e) Provisions Separable. The provisions of
this Agreement are independent of and separable from each
other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or
unenforceable in whole or in part.
(f) Entire Agreement. This Agreement
contains the entire understanding among the parties hereto
with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements and understandings,
inducements or conditions, express or implied, oral or
written, except as herein contained. This Agreement may not
be modified or amended other than by an agreement in
writing.
(g) Paragraph Headings. The paragraph
headings in this Agreement are for convenience only; they
form no part of this Agreement and shall not affect its
interpretation.
IN WITNESS WHEREOF, the parties executed and
delivered this Agreement on the date first above written.
INTERNATIONAL
THOROUGHBRED BREEDERS,
INC.
By:/s/ Nunzio P. DeSantis
Nunzio P. DeSantis,
Chief Executive
Officer
CASINO-CO CORPORATION
By:/s/ Joseph A. Corazzi
Joseph A. Corazzi,
President
