Adjustment/Amendment No. 2 to Management Agreement
This Adjustment/Amendment No. 2 is made on this 12th day of October, 2002 to the
MANAGEMENT AGREEMENT ("Agreement") of March, 2001, by and between CENTURY
CASINOS, INC., a Delaware corporation ("Company"), and FOCUS CASINO CONSULTING
AG, a Swiss corporation ("Consultant").
A) Adjustment/Amendment to Article 3.1:
The Company and the Consultant hereby agree to replace the US Dollar amount of
$100,000, as mentioned in the fourth line of this Article, by US Dollar amount
of $120,000, so that this Article reads as follows:
"As annual compensation for the services rendered by Consultant for the Company
pursuant to this Agreement, Consultant shall be paid not less than the following
base annual management fee, on a monthly basis, during the term hereof: $120,000
(onehundredandtwentythousand), plus annual increases and bonuses, and such other
incentives, benefits, and compensation as may be awarded to him from time to
time by the Compensation Committee of the Board of Directors of the Company."
B) Adjustment/Amendment to Article 5.3 (a) (ii):
The Company and Consultant hereby agree to insert words "any of the following"
after the words "...used herein shall mean", so that this Article reads as
follows:
" "Change of Control" as used herein shall mean any of the following: (a) any
person or entity (not affiliated with the Consultant or Xx. Xxxxx Xxxxxxxxxx)
becoming the beneficial owner of a majority of the voting rights of the
Company's then outstanding securities; (b) the triggering of the issuance of
stock rights to Shareholders pursuant to the Company's Stock Rights Agreement,
as amended from time to time; (c) the replacement during any two calendar years
of half or more of the existing Board of Directors of the Company; (d) the
replacement, or rejection (i.e. through a proxy fight), of one or more
person(s), nominated to be Director(s) by the Company's Board of Directors
before any Change of Control; (e) Xx. Xxxxx Haitzmann is no longer Chairman and
Chief Executive Officer of the Company, unless because of his death or permanent
disability; (f) holders of the Company's securities approve a merger,
consolidation or liquidation of the Company."
Agreed to and accepted by:
CENTURY CASINOS, INC., FOCUS CASINO CONSULTING AG,
A Delaware Corporation a Swiss Corporation
/s/ Xxxxx Haitzmann /s/ Xxxxxx Xxxxxxx
By: _______________________ By: _____________________
Chairman, Compensation Committee Chairman of the Board
/s/ Xxxxx Xxxxxxx
By: _______________________
Member, Compensation Committee
