MEMORANDUM OF AGREEMENT
BY AND BETWEEN
CENTURY CASINOS CALEDON (PTY) LTD.
("CCAL")
(PREVIOUSLY KNOWN AS CALEDON CASINO BID COMPANY (PTY) LTD.)
AND
CENTURY CASINOS AFRICA (PTY) LTD.
("CCA")
AND
XXXXXX XXXX HOSPITALITY (PTY) LTD.
(AND / OR ITS SUCCESSOR TO THE HOTEL MANAGEMENT AGREEMENT - "FKH")
(COLLECTIVELY, "THE PARTIES")
WHEREAS
The Parties have entered into various agreements with respect to the development
and operation of The Caledon Casino, Hotel & Spa and wish to make amendment to
and/or restate those agreements (as applicable) to give effect to the matters in
principle as described herein.
NOW, THEREFORE, the parties hereto (as applicable) agree as follows:
1. CASINO MANAGEMENT AGREEMENT (BY AND BETWEEN CCAL & CCA) & HOTEL
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MANAGEMENT AGREEMENT (BY AND BETWEEN CCAL & FKH)
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("THE MANAGEMENT AGREEMENTS")
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a. Amendment shall be made to the management agreements such that
any and all fees identified therein shall be deemed to have been
not due or payable (and therefore shall be deemed to equal
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'zero') from the inception date of those agreements and
shall remain so until no earlier than Jan 1, 2002, whereafter
each of CCA (in respect of the Casino Management Agreement) and
FKH (in respect of the Hotel Management Agreement) shall,
commencing with respect to the financial year beginning January
1, 2002, have the right to declare the fees calculable and
payable for their respective management agreements by written
notification to the other parties to this agreement which notice
shall,
i. state from which date (the "declaration date") the
respective fees shall become calculable and payable; and
ii. not be given earlier than the first day of the financial
year within which the declaration date falls; and
iii. not be given later than 30 days after the end of the
financial year within which the declaration date falls.
b. There shall be created a reserve to which shall be applied
amounts calculated upon the same basis as contained in the
management agreements for the period commencing October 10, 2000
until the respective election date. The previously intended
recipients of any fees under the management agreements may, in
the event that the Board of Directors of CCAL determines that
distribution in part or in whole of those reserves be allowed,
elect that distributions from this reserve be made by way of
allocation of amounts from the respective reserves which will
then attach to newly created further classes of shares and which
may be declared and paid as dividend to such extent as there
remains within the respective reserve sufficient amount to meet
in full any STC payable upon dividends so declared.
c. Any amounts contained within these reserves shall rank as an
obligation of the company ahead of any and all other classes of
share.
d. Payments of dividends relating to the newly created
classes of share may only be made in equal proportion as measured
as a percentage of the amounts contained in each respective
reserve.
e. Distributions and / or dividends relating to the newly
created classes of share may only be declared at such time or
times when all current claims, if any, for fees due and payable
under the management agreements and interest due and payable, if
any, upon shareholders loans to CCAL have been satisfied in full.
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2. SUMS PAYABLE TO FKH BY CCAL
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a. It is agreed by the parties that CCAL shall, by no later
than January 30, 2002, pay to FKH against invoice and in
consideration for expenses incurred, the sum of forty thousand
Rands (R40,000).
b. Commencing January 1, 2002, and for such period of time
that FKH choose not to make the election provided for under
paragraph 1a and that Caledon Overberg Investments Limited have
not elected to amend the interest payable upon their shareholder
loans to a rate greater than 0% (zero per cent), CCAL shall pay
to FKH against invoice the sum of six thousand Rands (R6,000)
monthly in arrears plus not more than a further four thousand
Rands (R4,000) in consideration for expenses incurred.
c. The cumulative amounts paid by CCAL to FKH under this
paragraph 4 may, at the election of CCAL, be deducted from any
amounts that may accrue to the FKH reserve established in
accordance with paragraph 1 above.
3. GENERAL PROVISIONS
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a. The parties agree to take any and all such actions as may be
reasonably required to give effect to this Memorandum of
Agreement and to enter into and execute any such further
documentation that shall give full effect to the principle and
commercial objectives contained herein.
b. It is the intention of the parties, notwithstanding the date
of execution of this Memorandum of Agreement, that all matters
contained herein shall be interpreted as having been in full
force and effect from the date of execution of those agreements
to which reference is made herein.
THUS DONE AND SIGNED by CCAL at Capetown this 20th day of September
2001
/S/ XXXXX XXXXXX
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who warrants his authority to sign hereto
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THUS DONE AND SIGNED by FKH at Capetown this 20th day of September
2001
/s/ Xxxx Xxxxxx
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who warrants his authority to sign hereto
THUS DONE AND SIGNED by CCA at Capetown this 20th day of September
2001
/s/ Xxxxx Xxxxxx
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who warrants his authority to sign hereto
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