INTERNATIONAL THOROUGHBRED BREEDERS INC. herein by this reference (the "Deed of Trust"), collateralizing the "B" Note (1996-02-08)
This letter agreement, when countersigned as indicated below (this "Agreement"), will confirm and memorialize the agreement by and among Las Vegas Entertainment Network, Inc., a Delaware corporation ("LVEN"), and CountryLand Properties, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of LVEN ("CLP" and, together with LVEN, the "LVEN Entities"), on the one hand, and International Thoroughbred Breeders, Inc., a Delaware corporation ("ITB"), and Orion Casino Corporation, a Nevada corporation and an indirect, wholly-owned subsidiary of ITB ("Orion" and, together with ITB, the "ITB Entities"), on the other hand, to enter into the within-described series of transactions (collectively, the "Transaction") whereby Orion (or its designee) will purchase and acquire from CLP for the consideration specified herein all of CLP's real and personal property assets comprising the former El Rancho Hotel & Casino, Las Vegas, Nevada, all upon and subject to the following terms and conditions.