NPD, INC.
215 Centra Northwest
Suite 3B
Albuquerque, NM 87102
January 15, 1997
Casino-Co Corporation
2805 Ashworth Circle
Las Vegas, Nevada 89107
Re: Option on Brennan Shares
Gentlemen:
NPD, Inc. ("NPD") has entered into a Stock Purchase Agreement
dated December 5, 1996, as amended (the "Purchase Agreement"), with Robert E.
Brennan ("Seller") pursuant to which the Purchaser has agreed to purchase from
the Seller 2,904,016 shares of the common stock, par value $2.00 per share, of
International Thoroughbred Breeders, Inc. ("ITB") (the "Shares") for an
aggregate purchase price of $11,616,064.
In consideration for AutoLend Group, Inc. ("AutoLend") making
a loan to NPD in the amount of $2,904,016, NPD granted to AutoLend an option
(the "Option") to purchase the Shares under the terms and subject to the
conditions set forth in the Option Agreement between NPD and AutoLend dated
December 5, 1996, a copy of which is attached hereto as Annex "A" and
incorporated herein by reference )(the "Option Agreement").
On January 13, 1997, the United States Bankruptcy Court for
the District of New Mexico, before which proceedings are pending relating to
AutoLend as debtor, issued a Temporary Restraining Order the effect of which is
to prevent AutoLend from making the aforementioned loan to NPD. Consequently,
due to the lack of consideration for the Option, NPD has terminated the Option
Agreement with AutoLend.
In consideration for Casino-Co Corporation ("Casino-Co")
making a loan to NPD in the amount of $2,904,016.00, pursuant to the terms of a
Loan Agreement dated of even date herewith between NPD and Casino-Co (the "Loan
Agreement"), NPD hereby grants to Casino-Co the Option, on the same terms and
subject to the same conditions set forth in the attached Option Agreement;
provided, however, that the Option Agreement shall automatically terminate and
be of no force and effect if AutoLend repays in full all
- 32 -
T:\DSL\GUARANTY.PV2
- 32 -
amounts due and owing Casino-Co from NPD under the Loan Agreement and related
Secured Promissory Note within twenty (20) days from the date hereof; and,
provided, further, however, that notwithstanding the foregoing or anything else
contained herein, (i) the Option shall not become exercisable unless and until
the parties and the grant of the Option to Casino-Co have received all required
consents and approvals, including, without limitation, the approvals of Robert
E. Brennan ("Brennan") and the United States Bankruptcy Court for the District
of New Jersey, before which certain proceedings involving Brennan, as
debtor-in-possession, are pending, and (ii) should such required consents and
approvals not be obtained, then the grant of the Option to Casino-Co shall be
rescinded and shall be deemed to be void ab initio, it being the intention of
the parties that neither the grant of the Option to Casino-Co nor any other
action taken pursuant to or in connection with the Loan Agreement shall
constitute a breach or violation of Loan Documents, the Purchase Agreement or
any order, decree, document or instrument related thereto. NPD and Casino-Co
agree to use their best efforts to obtain all such necessary consents and
approvals.
If the foregoing collectively represents the understanding of
Casino-Co with respect to the grant of the Option, kindly execute a copy of this
letter where indicated below and return the executed copy to the undersigned,
whereupon this letter agreement shall become a valid and binding obligation of
the parties and shall inure to the benefit of the respective successors and
assigns.
Sincerely,
NPD, Inc.
BY: Nunzio P. DeSantis
Chairman
NPD
Agreed and Accepted:
CASINO-CO CORPORATION
By:
Title:
Dated:
- 33 -
T:\DSL\GUARANTY.PV2
- 33 -