SECOND SUPPLEMENT
TO
RIGHTS AGREEMENT
BETWEEN
CENTURY CASINOS, INC.
AND
COMPUTERSHARE INVESTOR SERVICES, INC.
AS RIGHTS AGENT
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Dated as of July 16, 2002
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SECOND SUPPLEMENT TO RIGHTS AGREEMENT
This Second Supplement to Rights Agreement, dated as of July 16, 2002, is
made between Century Casinos, Inc., a Delaware corporation (the "Company"), and
Computershare Investor Services, Inc., a Colorado corporation, as Rights Agent
(the "Rights Agent").
WITNESSETH
1. On April 29, 1999, the Company adopted a written Rights Agreement (the
"Rights Agreement").
2. On April 5, 2000 the Company amended the Rights Agreement by adoption of
a First Supplement to Rights Agreement.
3. Section 26 of the Rights Agreement provides that the Company may amend
or supplement the Rights Agreement, "Prior to the Distribution Date (as defined
therein") (including, without limitation, the date on which the Distribution
Date shall occur, the definition of Acquiring Person, the time during which the
Rights may be redeemed or any provision of the Certificate of Designation)
without the approval of any holders of certificates representing shares of
Common Stock.
4. The parties now desire to supplement the Agreement, pursuant to the
provisions of Section 26.
NOW, THEREFORE, the parties hereby agree as follows:
1. The definition of "Purchase Price" under Section 1, "Certain
Definitions" is hereby amended to read in its entirety as follows:
"Purchase Price", with respect to each Right, shall mean $10.00, as such
amount may from time to time be adjusted as provided herein, and shall be
payable in lawful money of the United States of America. All references
hereto to the Purchase Price shall mean the Purchase Price as in effect at
the time in question."
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2. Section 23 (a) is hereby amended to read in its entirety as follows:
"SECTION 23. REDEMPTION.
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(a) The Company, may, by resolution of the Board of Directors, at its
option, at any time prior to the earlier to occur of (i) the close of
business on the ninetieth (90th) day following the Stock Acquisition Date,
and (ii) the close of business on the Final Expiration Date, elect to
redeem all but not less than all of the then outstanding Rights at a
redemption price of $.001 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the
"Redemption Price"). The Company may, at its option, pay the Redemption
Price in cash, shares of Common Stock or Preferred Stock (based on the
Current Market Price of the Common Stock or Preferred Stock, as applicable
at the time of redemption) or any other form of consideration deemed
appropriate by the Board of Directors."
3. All other provisions of the Rights Agreement are hereby ratified,
confirmed and approved, and shall remain unchanged, in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to
Rights Agreement to be duly executed, all as of the date and year first above
written.
Attest: CENTURY CASINOS, INC.
__________________________________ By:___________________________________
/s /▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s /▇▇▇▇▇ Haitzmann
Secretary Chairman & CEO
Attest: COMPUTERSHARE INVESTOR
SERVICES, INC., as Rights Agent
__________________________________ By:___________________________________
/s /▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s /▇▇▇▇▇▇ ▇▇▇▇▇
Vice-President Vice-President
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