AGREEMENT OF TERMINATION OF MANAGEMENT AGREEMENT
INCORPORATING
NEW CONSULTING AGREEMENT
THIS AGREEMENT, dated May 1, 2003, is made by and between CENTURY CASINOS, INC.
a Delaware corporation (hereinafter referred to as the "Company" ), and RESPOND
LIMITED, an Isle of Man company (hereinafter referred to as the "Consultant").
WITNESSETH THAT:
WHEREAS, Company and Consultant are the sole parties to a Management
Agreement entered into and effective from 1 January, 2002; and
WHEREAS, Company and Consultant are desirous of terminating the Management
Agreement; and
WHEREAS, Company and Consultant are desirous of entering into a Consulting
Agreement; and
WHEREAS, Company and Consultant desire to set forth the terms and
conditions which shall, henceforth and for their mutual benefit, establish the
terms and conditions of their relationship.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. Management Agreement
a. Notice is hereby given by the Company of Termination Without Cause in
accordance with paragraph 5.1(b) of the Management Agreement effective
upon the effective date of this agreement; and
b. Notice by the Company of Termination Without Cause is hereby accepted
by Consultant effective upon the effective date of this agreement; and
c. Company and Consultant agree that upon the effective date of this
agreement, the Management Agreement shall immediately terminate and
there shall no longer exist any obligation upon either Company or
Consultant in terms of the Management Agreement; and
d. Each of Company and Consultant specifically waives its claims against
the other in respect of the six-month transition period and payments
contained in paragraph 5.1 and, for the purposes of interpretation
should any such need arise, any reference to a six-month transition
period shall be deemed by both of the parties to have been struck from
the Management Agreement.
2. Consulting Agreement
a. From the effective date of this agreement, the relationship between
Company and Consultant shall be governed solely by this agreement
which shall, upon satisfaction of the matters referred to in paragraph
1 above, be referred to thereafter as the "Consulting Agreement".
b. Consultant shall provide to Company consulting services with respect
to its interests in Gauteng, South Africa until 31 December, 2003.
Consultant shall devote sufficient time to fully and exclusively
cooperate with CCI/CCA in the maintenance and development of its
interests in the West Rand casino license/project until December 31,
2003.
c. Company shall pay monthly to Consultant the sum of $10,000 no later
than upon the final day of each calendar month (including the final
day of that month within which the effective date of this agreement
falls) and which payments shall cease after payment in full by Company
to Consultant for the months prior to and including December 2003.
d. No services shall be provided by Consultant and no payments shall be
due from Company subsequent to 31 December 2003 save that any amounts
remaining unpaid by Company to Consultant in terms of sub-paragraph
(c) above shall remain due and payable by the Company.
e. Company may at any time elect to pre-pay in full the amounts due to
Consultant to 31 December 2003 and which payment shall be made in full
within seven days of any such election and for which a time-value
discount shall apply at a rate equivalent to the US Federal Funds
discount rate prevailing upon the day of any such election.
f. In the event that, prior to 31 December 2004, Company, directly or via
any of its subsidiaries, receives payments in exchange of disposing of
all, or any portion, of its interests in the Gauteng Casino project,
Company shall pay to Consultant 10% (ten percent) of the Net Sale
Proceeds between $0 and $1,3 million, plus 5% (five percent) of the
Net Sale Proceeds exceeding $1,3 million. Net Sale Proceeds shall be
defined as all proceeds received, minus all documented investments
made. The parties agree that the investments made up to the date of
this agreement amount to $2 million. For any disposal of less than
100% of the Company's interests, the foregoing dollar payment
thresholds shall be adjusted pro rata.
g. If Company has not disposed of all its interest therein and casino
operations in respect of the Gauteng Casino project commence prior to
31 December 2005, Company shall pay to Consultant monthly in arrears
from date of commencement of casino operations:
i. an amount equal to the greater of $3,000 or 20% of the cumulative
amount received by Company in respect of its management agreement
to the project; and
ii. said payments shall cease once Company has paid to Consultant
total of $120,000 in terms of this item; and
iii. the total of $120,000 due shall be reduced by any amount paid by
Company to Consultant in terms of paragraph 2(f).
h. If, prior to 31 December 2003, Xxxxx Xxxxxx (with whom Consultant has
a contractual relationship), becomes employed by, or associated with,
any casino or casino-related company or project in an area or province
in which Company or any of subsidiaries or affiliates is active,
Consultant shall be deemed to be in material breach of this Consulting
Agreement and Company shall no longer be obligated to make or continue
to make any of the payments to Consultant that are otherwise provided
for in this Consulting Agreement save that any involvement by Xxxxx
Xxxxxx with Silverstar Development Limited (or its successor in title
to the Gauteng Casino project) shall not constitute a material breach
of this Agreement.
3. General
a. The effective date of this agreement shall be that first stated in the
pre-amble to this Agreement.
b. It is understood and agreed that the construction and interpretation
of this Agreement shall at all times and in all respects be governed
by the laws of the State of Delaware.
c. The provisions of the Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more provisions of this
Agreement shall not affect the validity and enforceability of the
other provisions.
d. Any notice required to be given hereunder shall be sufficient if it is
in writing and sent by certified or registered mail, return receipt
requested, first-class postage pre-paid, to the following respective
addresses, which may hereafter be changed by written notice to the
other party. Company at 000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, XX
00000, XXX and Consultant at Xxxxxx Xxxxxx House, 0-00 Xx Xxxxxxx
Xxxxxx, Xxxxxxx, Xxxx xx Xxx, XX0 1AJ.
e. This Agreement contains the entire agreement and understanding by and
between Company and Consultant. No change or modification of this
Agreement shall be valid or binding unless it is in writing and signed
by the party intended to be bound. No waiver of any provision of this
Agreement shall be valid unless it is in writing and signed by the
party against whom the waiver is sought to be enforced. No valid
waiver of any provision of this Agreement at any time shall be deemed
a waiver of any other provision of this Agreement at such time or at
any other time.
f. This Agreement may be executed in two or more counterparts, any one of
which shall be deemed the original without reference to the others.
IN WITNESS WHEREOF, Company and Consultant have duly executed this Agreement.
COMPANY: CONSULTANT:
CENTURY CASINOS, INC. The Common Seal of Respond Limited
a Delaware corporation was hereunto affixed in the presence of
/s/ Xxxxx Haitzmann /s/ Xxxxx Xxxxxx
By ............................ By.....................................
Xxxxx Haitzmann, Chairman & CEO Director
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxxxxx Xxxxxx
By............................... By.....................................
Xxxxx Xxxxxxxxxx, Vice-Chairman Director
& President
