Exhibit 10.130
BROKERAGE AGREEMENT
between Novomatic AG, Gumpoldskirchen, Austria/Europe ("Buyer" hereinafter) and
Century Casinos, Inc. ("CCI" hereinafter).
WHEREAS:
CCI has brokered an agreement for Buyer, whereby Buyer got the opportunity to
purchase 8% (eight percent) of a company named Silverstar Development Ltd.
("Silverstar" hereinafter) from one of the main proponents and investors in that
company, Xx. Xxxx xx Xxxxx. Silverstar is domiciled in Gauteng, South Africa.
Both Buyer and CCI recognize and acknowledge that those 8% would not have been
available from Xx. Xxxx xx Xxxxx for purchase for CCI as of the date of this
Agreement.
NOW THEREFORE, BE IT RESOLVED THAT:
1. In case Buyer buys those 8% of Silverstar, then Buyer agrees to pay a
commission to CCI for brokering this purchase opportunity.
2. The commission payable from Buyer to CCI is payable in form of an option
for CCI to purchase seven eighth (7/8) of the brokered Silverstar shares at
85% of their fair market value at the time CCI exercises its option.
3. In case Silverstar is a publicly traded company at the time of the
option exercise, then the fair market value of the Silverstar shares will
be defined as the average share price of the 30 trading days preceding the
exercise of the option by CCI; in case Silverstar is a private company at
the time of the option exercise, then the fair market value will be
determined through the valuation of a reputable international auditing
company.
4. CCI can exercise this option at the earliest after the occurrence of the
earlier of a) the opening of the Silverstar casino; or b) one year from the
date of this agreement.
5. After having observed the minimum waiting time described in Article 4.
above, CCI can exercise this option at any time, in whole or in part, but
no later than five years after the day Silverstar has commenced casino
operations in Gauteng.
6. Buyer obliges himself not to sell, pledge or otherwise incumber the
Silverstar shares during the term of CCI's option.
IN WITNESS WHEREOF,
the parties acknowledge and agree to the terms and conditions above stated by
signing below on this date.
/s/ Xxxxxxxx Xxxx /s/Xxxxx Haitzmann
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Xxxxx Haitzmann
Buyer CCI
Date: January 4, 2000 Date: January 4, 2000
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AMENDMENT NO. 1 TO BROKERAGE AGREEMENT
This Amendment No. 1, dated July 24, 2003 ("Amendment"), amends
the original Brokerage Agreement, dated January 4, 2000
("Agreement"), by and between Novomatic AG, Gumpoldskirchen,
Austria/Europe ("Buyer" hereinafter), and Century Casinos, Inc.
("CCI" hereinafter).
The parties agree to amend the Agreement as follows:
Article 2. of the Agreement shall be deleted in its entirety and be replaced by
the following:
"The commission shall be in the form of a purchase option of CCI, from Buyer, of
7/8 (seven eighth) of the brokered Silverstar shares at 75% (seventy five
percent) of their fair market value at the time of sale from Buyer to CCI. Buyer
shall have a put option to require CCI to purchase the shares, and CCI shall
have a call option to require Buyer to sell the shares."
The last part of Article 3. of the Agreement shall read as follows:
"...then the fair market value will be determined through the average of two
discounted cash flow analyses provided by reputable audit companies, one
suggested by each party."
Article 4. of the Agreement shall be deleted in its entirety and be replaced by
the following:
"CCI can exercise its call option at the earliest after six months after the
opening of the Silverstar casino. Buyer can exercise its put option at the
earliest after Silverstar receives the casino license for the development of the
casino."
In Article 5. the following amendment shall be made:
"... described in Article 4. above, CCI and Buyer can exercise their respective
options at any time,..."
/s/ Xxxxxxxx Xxxx /s/Xxxxx Haitzmann
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Xxxxx Haitzmann
Buyer CCI
Date: 23/07/03 Date: July 24, 2003
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