WHEREAS:
Exhibit
10.4C
AMENDMENT
TO SHARE
SALE AGREEMENT
|
hereinafter
referred to as the “Amendment”, concluded on February 1,
2007, between:
|
- Xxxxxxxxxx
Xxxxx Xxxxxxxx-Angierman, holder
of ID no. AAE 781019, and
|
- Xxxxx
Xxxxxxx, a
citizen of Poland, holder of ID no. ACE 725154, and
|
- Xxxxx
Xxxxxx Nassius,
holder of ID no. ABP 968234, and
|
- Przemysław
Xxxxxxx Xxxxxxxxxxx,
holder of ID no. ACZ 458318,
|
on
the one side, cumulatively referred to as the “Sellers”
and
any one separately as a “Seller”
|
And
|
- Century
Casinos Europe GmbH,
incorporated and existing under the laws of Austria, whose registered
office is Xxxxxxxxxx Xxx. 00, 0000, Xxxxxx, Xxxxxxx,
|
on
the other side, hereinafter referred to as the “Purchaser”
|
WHEREAS:
|
The
Purchaser and the Sellers concluded the share sale agreement dated
June
13th,
2006 as amended (hereinafter the “Share Sale Agreement”) under the
provisions of which all Shares No. 1 were agreed to be transferred
from
the Sellers to the Purchaser, upon fulfilment of the conditions
precedent
set forth in § 4 section 5 of the Share Sale Agreement;
|
WHEREAS:
|
The
Parties, hereto, agree to decrease all the Purchase Prices for
the Shares
in the share capital of G5 so as to reflect the fact that that
Receivables
of the Polish Entities, from G5, under the Original Loan Agreements,
amounted to approximately PLN 18,000,000, and not as the Sellers
represented to the Purchaser PLN 15,000,000.
|
NOW
AND THERFORE, the Parties agree as follows:
|
§ 1.
|
DEFINITIONS.
In
this Amendment, the capitalized terms possess
the meanings provided in the Share Sale Agreement, unless this Amendment
expressly provides to the contrary.
|
§ 2.
|
AMENDMENTS
TO THE SHARE SALE AGREEMENT
|
The
parties to this Amendment agree to reduce each of the Purchase
Prices by
EURO 191,131.50. Considering the above, as well as considering
other
events that have occurred after the date of the Share Sale Agreement,
the
Parties agree to amend the Share Sale Agreement by:
|
1) adding,
in § 1 of the Share Sale Agreement, new definitions in the following
wording:
“’New
Loan II Agreement’ means
the loan agreement to be concluded between G5, as a borrower, and
the
Purchaser, as a lender, in order for G5 to be able to pay in full
the Debt
Repayable to One of the Polish Entities;”; Schedule No. 1 of this
Amendment lists all the documents which will be appended to the
Share Sale
Agreement as new Schedules thereof;
"Receivables"
mean all the receivables by the Polish Entities from G5 totalling,
according to representations of the Sellers, PLN
18,000,000.00, for the repayment of the entire principal amounts
of
indebtedness and payment of the entire interest accrued thereon,
which
stem from the Original Loan Agreements;
”‘One
of the Polish Entities’ means
one of the Polish Entities being the entity which is entitled to
receive
the repayment of the Debt Repayable to One of the Polish
Entities;
“‘Debt
Repayable to One of the Polish Entities’
means one of the items of the Receivables being the entirety of
the
outstanding indebtedness of G5 to One of the Polish Entities under
the
Settlement of the Debt Repayable to One of the Polish Entities,
which Debt
Repayable to One of the Polish Entities according to representations
made
by the Borrower to the Lender: (i) as to the principal amount of
it, has
already been repaid by the Borrower to One of the Polish Entities,
(ii) as
to the outstanding interest accrued on the principal amount of
it, is now
subject to a dispute between One of the Polish Entities and the
Borrower,
and (iii) is offered by One of the Polish Entities to be finally
settled
between One of the Polish Entities and G5 in return for payment
of not
more than PLN 3,000,000 to be made by G5 to One of the Polish
Entities”,
“‘Settlement
of the Debt Repayable to One of the Polish Entities’ means
one of the Original Loan Agreements being the settlement between
One of
the Polish Entities and G5 dated July 24th,
2003; Schedule No. 1 of this Amendment lists all the documents
which will
be appended to the Share Sale Agreement as new Schedules
thereof.
|
2)
amending,
in § 1 of the Share Sale Agreement, the definition of the Confirmation
No.
4 so that it reads: “Confirmation
No. 4” means
a document to be issued by G5, the Sellers, and the Purchaser in
written
form that has signatures certified by a notary to confirm the fact
that:
(i) all the conditions precedent for the entry of this Agreement
into
force set forth in the § 4 section 5 below have been met, and (ii) the
Sellers received payment in full of all the dues, whatsoever, the
Sellers,
or any of them, had ever had from G5 before the date of the entry
of this
Agreement into force under § 4 section 5, below; Confirmation No, 4 is to
be issued solely for the benefit of the Purchaser who can, any
time, waive
the necessity of Confirmation No, 4 being issued under this Agreement;
Schedule No. 2 hereof sets forth the contents of Confirmation No.
4”;
|
3) amending,
in § 1 of the Share Sale Agreement, the definition of the Purchase Price
No. 1 so that it reads: “‘Purchase
Price No. 1’ means
the purchase price of EURO 538,868.50 which is to be paid to Seller
No. 1,
by the Purchaser¸ for Shareholding No. 1 of Shares No. 1 in accordance
with § 5 below”;
|
4) amending,
in § 1 of the Share Sale Agreement, the definition of the Purchase Price
No. 2 so that it reads: “‘Purchase
Price No. 2’ means
the purchase price of EURO 538,868.50 which is to be paid to Seller
No. 2,
by the Purchaser¸ for Shareholding No. 2 of Shares No. 1 in accordance
with § 5 below”;
|
5) amending,
in § 1 of the Share Sale Agreement, the definition of the Purchase Price
No. 3 so that it reads: “‘Purchase
Price No. 3’ means
the purchase price of EURO 538,868.50 which is to be paid to Seller
No. 3,
by the Purchaser¸ for Shareholding No. 3 of Shares No. 1 in accordance
with § 5 below”;
|
6) amending,
in § 1 of the Share Sale Agreement, the definition of the Purchase Price
No. 4 so that it reads: “‘Purchase
Price No. 4’ means
the purchase price of EURO 538,868.50 which is to be paid to Seller
No. 4,
by the Purchaser¸ for Shareholding No. 4 of Shares No. 1 in accordance
with § 5 below”;
|
7) amending
§ 4 section 5 so that it reads: “The entry into force of this Agreement is
conditional upon the Sellers, or - as applicable - the Purchaser,
ensuring
that all of the following conditions precedent have occurred by
June 30,
2007:
1) All
the Receivables of the Polish Entities including Debt Repayable
to One of
the Polish Entities, have been repaid in full by G5 to the Polish
Entities, exclusively with the usage of the finance to be obtained
by G5
on the basis of the New Loan Agreement and the New Loan Agreement
II;
2) (i)
The originals of Confirmation Xx. 0, Xxxxxxxxxxxx Xx. 0, and Confirmation
No. 3 have been delivered to any of the Sellers or, as applicable,
the
Purchaser, and (ii) the parties signed Confirmation No. 4; and
3) The
Purchaser has obtained all permits and clearances that under Polish
law,
or any other applicable laws, are required from competent authorities,
including antimonopoly authorities, for completion of the transaction
contemplated herein;
4)
all
the Sellers have resigned from their respective posts in the bodies
of G5
and delivered to the Purchaser originals of relevant documents
of
resignations bearing signatures that has been certified by a notary;
and
5)
Payment,
by the Purchaser, of all the instalments of EURO 350,000 to each
of the
Sellers on account of each of the Purchase Prices as described
in
§ 5.1 below.
Should
any of the above conditions precedent not be fulfilled by June
30th,
2007, the Agreement will expire, unless the Purchaser, for justified
reasons, informs any of the Sellers in writing that the said deadline
be
postponed by no longer than 2 months. The conditions precedent
for the
entry of this Agreement into force set forth in items 1, 2, 3,
and 4 above
are stipulated for the sole benefit of the Purchaser which can,
any time,
waive the fulfilment of any of them. If this Agreement expires
because of
the non-delivery of Confirmation No. 2 to the Purchaser or by the
failure
of any of the Sellers to sign Confirmation No. 4, none of the Sellers
will
be entitled to assert against the Purchaser any claim, whatsoever,
relating to the expiry of this Agreement, and the Purchaser will
be
entitled to seek compensation for loss incurred as a result of
such a
situation (including loss of profits). For the avoidance of doubt,
the
Parties unanimously confirm that the date of this Agreement is
to be
understood for the interpretation of this clause as the date when
the
signature of the Parties given, hereunder, have been certified
by a notary
public.”;
|
8) amending
§ 5 section 1 so that it reads as following: “Purchase Prices of EURO
538,868.50, each one, for, as applicable, Shareholding No. 1 of
Shares Xx.
0, Xxxxxxxxxxxx Xx. 0 of Shares No. 1, and Shareholding No. 4 of
Shares
No. 1, are to be paid by transfer of the relevant Purchase Price
to the
relevant of the Sellers by the Purchaser in the following mode:
(i) EURO
350,000 of each of the Purchase Prices is to be paid by the Purchaser
within 5 Business Days of the fulfilment, or waiver, of the conditions
precedent set forth in § 4 section 5 item 1, 2, 3, and 4 above, and (ii)
the remaining EURO 188,868.50 of each of the Purchase Prices for,
as
applicable, Shareholding No. 1 of Shares Xx. 0, Xxxxxxxxxxxx Xx.
0 of
Shares No. 1, and Shareholding No. 4 of Shares No. 1, is to be
paid by the
Purchaser 6 months after the date when the Purchaser acquired all
of the
Shares No. 1 hereunder, however, not earlier than 3 Business Days
after
the later of: (a) the fulfilment of the conditions precedent set
forth in
§ 4 section 5 items 1, 2, and 4 if the fulfilment of those conditions
precedent has been waived by the Purchaser in relation to the entry
of
this Agreement into force, and (b) the proper fulfilment by the
Sellers of
the covenant set forth in § 3 section 2 above. The Purchase Price of EURO
538,868.50 for Shareholding No.2 of Shares No. 1 is to be paid
to the
Seller No.2 by the Purchaser within 5 Business Days of the fulfilment,
or
waiver, of the condition precedent set forth in § 4 section 5 item 1, 2, 3
and 4 above. All the above conditions precedent for payment of
the
Purchase Prices, or any part of them, are stipulated for the sole
benefit
of the Purchaser which can, at any time, waive the fulfilment of
any of
those conditions precedent. The Purchaser does not bear any liability
for
non-fulfilment of any of the above conditions precedent.”;
|
9) adding,
in § 11 of the Share Sale Agreement, points nos. 10 and 11 of the
following wording: “Schedule No. 10 - Contents of the New Loan II
Agreement” and “Schedule No. 11 - Copy of the Settlement of the Debt
Repayable to One of the Polish Entities”; and “Schedule No. 12 -
Additional Representations and Warranties”; and
|
10) amending
Schedule No. 2 to the Share Purchaser Agreement so that it acquires
wording set forth in Schedule No. 2 to this Amendment.
|
§ 3.
|
EXTENSION
OF THE ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE
SELLERS
|
Considering
the fact that the legal and factual situation of G5 and Casinos
Poland is
not compliant with the expectations of the Purchaser, and the fact
that
the Sellers deem G5 and Casinos Poland to be, in every respect,
in a
satisfactory situation, the Sellers agree to expand the scope of
the
representations and warranties as to the situation of G5 and Casinos
Poland, which representations and warranties were made by the Sellers
to
the Purchaser under § 3 the Share Sale Agreement. Therefore, the Sellers
will represent and warrant to the Purchaser, in addition to the
original
representations and warranties contained in the Share Sale Agreement,
all
that that will be included in Schedule 12 of the Share Sale Agreement.
Schedule No. 1 of this Amendment lists all the documents which
will be
appended to the Share Sale Agreement as new Schedules
thereof.
|
§
4.
|
DISPUTES,
GOVERNING LAW,
LEVIES
|
1. Any
dispute arising out of, or in connection with, this Amendment,
including
any question regarding its existence, validity, or termination,
is to be
referred to and resolved in finality by arbitration under the Rules
of
Arbitration and Conciliation of the International Arbitral Centre
of the
Austrian Federal Economic Chamber, which rules are deemed to be
incorporated by reference into this clause. The number of arbitrators
is
to be three. The location of arbitration is to be Vienna, Austria.
The
language to be used in the arbitral proceedings is to be English.
The
governing law of the contract is to be the substantive law of Poland.
|
2. The
fee of the notary for certifying signatures under this Amendment
is to be
divided and paid equally by the Purchaser (50%) and the Sellers
(50%).
|
§ 5.
|
LANGUAGE,
COUNTERPARTS OF AMENDMENT
|
1. This
Amendment has been executed in 5 (five) counterparts, each counterpart
containing a Polish and English version of the Amendment for each
Party.
|
2. The
English language version of the Amendment is to prevail over any
discrepancy between the language versions.
|
IN
WITNESS WHEREOF
the Parties hereto have signed this Amendment, on the date first
written
above.
|
Xxxxxxxxxx
Xxxxx Xxxxxxxx-Angierman,
/s/
Xxxxxxxxxx Xxxxx Xxxxxxxx-Angierman
Xxxxx
Xxxxxxx,
/s/Xxxxx
Xxxxxxx
Xxxxx
Xxxxxx Nassius,
/s/
Xxxxx Xxxxxx
Nassius
Przemysław
Xxxxxxx Xxxxxxxxxxx,
/s/
Xxxxxxxxxx Xxxxxxx Xxxxxxxxxxx
Century
Casinos Europe GmbH,
/s/
Xxxxxxxxx
Xxxxxxx
Schedule
No. 1
List
of New Documents which will be Appended to the Share Sale Agreement as Schedules
thereof
1)
|
Contents
of the New Loan II Agreement (Schedule No. 10 of the Share Sale
Agreement);
|
2)
|
Copy
of the Settlement of the Debt Repayable to One of the Polish Entities
(Schedule No. 11 of the Share Sale
Agreement);
|
3)
|
Additional
Representations & Warranties of the Sellers (Schedule No. 12 of the
Share Sale Agreement);
|
Additional
Representations & Warranties of the Sellers
(To
Be Signed Once Confirmation No. 1 Is Signed Under the Share Sale
Agreement)
----
The
Parties expressly provide that, irrespective of the relevant provisions of
the
Share Sale Agreement, the attached Representations & Warranties will remain
privileged.
---
Based
on
the information obtained by the Sellers from the management board of G5 as
to
the situation of G5, including, where applicable, the information obtained
by G5
from the management board of Casinos Poland as to the situation of Casinos
Poland as an entity affiliated to G5, the Sellers represent and warrant to
the
Purchaser the following, which constitutes in all material respects, within
the
best knowledge of the Sellers, true, accurate, up-to-date, and not misleading
information.
I. |
Representations
and warranties of the Sellers concerning
G5:
|
As
at the
date of signing this Amendment, G5 is not in arrears with the payment of any
tax,
social
security contributions or any other public fees and charges of similar nature,
II.
|
Representations
and warranties of the Sellers concerning Casinos
Poland
|
1.
|
Incorporation
and Corporate Affairs of Casinos
Poland:
|
a)
|
Casinos
Poland fulfils all pecuniary liabilities towards the
government-administration and self-governmental authorities (Polish:
organy
administracji rządowej i samorządowej), courts and all other public
authorities, and there are no material outstanding dues in this respect
or
any unsatisfied material administrative or court orders or decisions,
except ……
|
2.
|
Share
Capital and the Shares
of
Casinos Poland:
|
a)
|
The
Shares No. 2 constitute the exclusive rights of G5 and were acquired
in a
valid manner. G5, and the predecessors of it, has obtained all consents
required by law from relevant bodies and remaining shareholders for
the
valid acquisition and effective of Shares No. 2.
|
b)
|
Disposal
of the Shares No. 2 requires a written consent of the remaining
shareholders in accordance with § 4 of the articles
of association of Casinos Poland;
G5 is in possession of such consent
statements,
|
c)
|
data
concerning Casinos Poland entries
in the National Court Register is true.
|
3.
|
Real
Property of Casinos Poland:
|
Europejski
Fundusz Hipoteczny sp. z o.o., no later than by the 30 April 2007, will validly
and effectively make to Casinos Poland an offer to conclude a preliminary agreement
in the form of the notarial deed for the purchase of the premises at Wolność 3A
in Warsaw, in compliance with clause 18.7. of the Lease Agreement no. 704/01
concluded on 28 June 2001 between Europejski Fundusz Hipoteczny sp. z o.o.
and
Casinos Poland;
4.
|
Contracts
and other arrangements of Casinos
Poland:
|
a)
|
The
following Instances where Casinos Poland or G5 have breached the
provisions of article 230 of the Polish Commercial Companies’ Code will
not result in any liability of Casinos Poland or G5 to a third party
or
with any other adverse consequences to the companies: conclusion
of the
lease agreement between Casinos Poland and Europejski Fundusz Leasingowy
for business premises located in Warsaw, at ul. Wolność
3A; bank loan agreement between Casinos Poland and BIG Bank Xxxxxxx XX
dated the 4th of January 2001;
|
b)
|
The
execution of the Agreement, as well as acquisition by the Purchaser
of all
the Shares No. 1 and indirectly all the Shares No. 2 will not result
in a
breach of or give any third party a right to terminate or modify,
any
material agreement or arrangement;
|
c)
|
all
agreements concluded by Casinos Poland are in full force and effect
and
there are no circumstances which may result, due to the reasons on
the
part of CPL, in termination, expiration or variation of any terms
thereof;
Casinos Poland duly fulfils all its obligations arising from any
agreement
or arrangement or from any decision or judgment of any court or
authorities to which Casinos Poland is a party or by which Casinos
Poland
or any of its respective assets are bound, and there are no basis
for any
liability of Casinos Poland due to the failure to fulfill such
obligations, specifically no basis for claiming damages from Casinos
Poland;
|
5.
|
Authorizations
and
Compliance; Permits:
|
a)
|
Casinos
Poland has all permits, licenses, certificates, approvals, and consents,
and complies with all requirements necessary, or required, by relevant
legislation to undertake and conduct its activities, and complies
with the
terms and conditions of all these
permits;
|
b)
|
Casinos
Poland has the following permits to operate the
casinos:
|
·
|
permit
to operate the casino in
Hotel Marriott, Warszawa - valid until 21 October
2011,
|
·
|
permit
to operate the casino in Hotel Hyatt Regency, Warszawa - valid until
30
September 2010,
|
·
|
permit
to operate the casino in Plaza Hotel, Wrocław - valid until 18 October
2011,
|
·
|
permit
to operate the casino in Hotel Orbis, Kraków - valid until 6 September
2011,
|
·
|
permit
to operate the
casino in Hotel Polonez, Poznań - valid until 20 September
2011,
|
·
|
permit
to operate the casino in Uni Centrum, Katowice - valid until 30 July
2010,
|
·
|
permit
to operate the casino in Teatr Muzyczny, Gdynia - valid until 11
February
2008,
|
·
|
permit
to operate the slot machines saloon in Szczecin - valid until 1 October
2010,
|
c)
|
Casinos
Poland has the following permits to sell alcohol beverages in
casinos:
|
·
|
permits
to sell alcohol beverages in casino at Hotel Marriott, Warszawa -
valid
until 4 September 2009, except for alcohol licence for the sale of
alcoholic beverages up to 4.5% volume of alcohol and beer, which
is valid
until 23 August 2009,
|
·
|
permits
to sell alcohol beverages in casino at Hotel Hyatt Regency, Warszawa
-
valid until 20 January 2009,
|
·
|
permits
to sell alcohol beverages in casino at Plaza Hotel, Wrocław - valid until
11 November 2007,
|
·
|
permits
to sell alcohol beverages in casino at Hotel Orbis, Kraków - valid until 9
March 2007,
|
·
|
permits
to sell alcohol beverages in casino at Hotel Polonez,
Poznań - valid until 30 September 2009,
|
·
|
permits
to sell alcohol beverages in casino at Uni Centrum, Katowice - valid
until
31 December 2008, -
|
·
|
permits
to sell alcohol beverages in casino at Teatr Muzyczny, Gdynia - valid
until 19 May 2010,
|
·
|
permits
to sell alcohol beverages in a slot machines saloon in Szczecin -
valid
until 31 March 2010,
|
6.
|
Leasing
agreements for operating the
casinos
|
a)
|
Casinos
Poland has concluded 9 lease agreements for operating
casinos,
|
b)
|
Casinos
Poland has concluded lease agreements for operating casinos for an
indefinite period of time at premises in the LIM/ Marriott Building
in
Warszawa, premises
in the Hotel HP Park Plaza in Wrocław, and in the Hotel Polonez in
Poznań.
|
The
following lease agreements are validly concluded for a definite period of time:
·
|
Agreement
concerning premises in Hotel Hyatt Regency in
Warszawa;
|
·
|
Agreement
concerning premises in Hotel Orbis,
Kraków;
|
·
|
Agreement
concerning premises in Uni Centrum, Katowice;
|
·
|
Agreement
concerning premises in Teatr Muzyczny,
Gdynia;
|
·
|
Agreement
concerning premises in Szczecin.
|
No
change
of the terms of above lease agreements have occurred since the 1st
of
September 2006.
c)
|
all
lease
agreements relative to business premises for operating the
casinos
concluded by Casinos Poland are in full force and effect and there
are no
circumstances which may result in termination, expiration or variation
of
any terms thereof; Casinos Poland duly fulfils all its obligations
arising
from each of these agreements. Casinos Poland has paid all outstanding
payments regarding the lease of the premises in Hotel
Hyatt Regency in Warszawa.
|
7.
|
Taxes
of Casinos Poland:-
|
a)
|
Casinos
Poland
complies with all laws and legal regulations governing tax relations
and
it has submitted to tax authorities all tax returns, tax statements
and
supporting documents required to be filed by it
for all previous tax periods in accordance with the relevant tax
and legal
regulations. All tax returns, tax statements and
supporting documents
are true, correct and complete;
|
b) |
All
notices, returns, computations, documentation, declarations, and
registrations of Casinos Poland required for the purposes of any
taxation
and social security have been made by the requisite dates, in accordance
with applicable tax laws, and none is the subject of any dispute
involving any tax authority;
|
c)
|
the
outstanding tax payments of Casinos Poland as
of ______ are as follows:
|
·
|
gambling
tax ………….
|
·
|
excise
tax ………..
|
·
|
entry
charges ……………
|
·
|
PIT
…………..-
|
·
|
Social
Security ………….
|
·
|
CIT
…………..
|
·
|
Withholding
tax on dividends ………… .
|
·
|
VAT
……………
|
d)
|
There
are no pending audits, investigations, controls or additional assessments
in respect of any tax and social security contributions of Casinos
Poland;
there are no pending tax proceedings or proceedings before the
administrative courts in respect of any tax and social security
contributions initiated either by Casinos Poland, or against Casinos
Poland;
|
e)
|
No
asset of Casinos Poland is subject to any treasury encumbrances with
the
exception of the treasury pledges for the benefit of the tax authorities
securing the liability of PLN 8,380,443.90;
|
f)
|
there
are no tax risks associated with tax
settlement of the following transactions: lease agreement made upon
the
lease agreement between Casinos Poland and Europejski Fundusz Leasingowy
for premises at ul. Wolność 3A; bank loan agreement between Casinos Poland
and BIG Bank Xxxxxxx XX dated 4 January 2001; settlement relating to
ceasing of operations of the casino in Rzeszów; settlement of
debt-to-equity swap relating to acquisition of the shares of CP
Nieruchomości by Casinos Poland in exchange for an in-kind
contribution;
|
g)
|
All
transactions between Casinos Poland and related parties, specifically,
with G5, were concluded at arm's length and transfer pricing rules
were
observed in all agreements (existing, or already terminated, or expired)
concluded between Casinos Poland and related parties, there are no
legal
grounds for such transactions to be challenged by tax authorities
or third
parties;
|
8.
|
Litigation
|
No
civil,
labour, criminal, arbitration, administrative or other proceedings against
Casinos Poland are pending or there is no reason for such proceedings to be
commenced as of now, except for: seven
pending cases in employment matters referred to below;
9.
|
Relationships
between G5 and Casinos
Poland:
|
Casinos
Poland is not indebted to G5 and G5 is not indebted to Casinos
Poland;
10.
|
Intellectual
Property Rights:
|
Casinos
Poland possesses two trademarks word-graphic xxxx “Casinos” in a red-black color
which is registered at the Patent Office under no. 108911 and graphic xxxx
in
the red colour which is registered at Patent Office under no. 99126;
The
above
marks are also registered in the International Register maintained on the basis
of Madrid Accord and Protocol and confirmed by a registration certificates
no.
761183 and no. 761182 issued by the Office of the International Word
Intellectual Property Organization (OMPI);
11.
|
Employment:
|
1)
|
The
total amount of prinicpal amoints plus interests of all the employee
loans
is PLN _____;
|
2)
|
There
are only [seven
- to be updated] employment
court cases pending against the Casinos Poland. They concern claims
of
unfair dismissal. According to Sellers’s best knowledge, these cases are
minor and five of them have been
suspended;
|
3)
|
There
are only [two
- to be updated] employment-related
court cases initiated by Casinos Poland pending against the employees
of
Casinos Poland. They deal with claims of unpaid loans made from the
Social
Benefit Fund as well as shortages in the cash-register of the Casino
in
Warsaw.
|
_____,
_______________
(date)
(signature/s/ certified by a notary)
For
and on behalf of:
G5
Sp. z o. o.
|
|
_____,
/s/ Xxxxxxxxxx Xxxxx Xxxxxxxx-Angierman
(date)
(signature certified by a notary)
Xxxxxxxxxx
Xxxxx Xxxxxxxx-Angierman
|
, /s/ Xxxxx Xxxxxxx
(date)
(signature certified by a notary)
Xxxxx
Xxxxxxx
|
_____,
/s/Przemysław Xxxxxxx Xxxxxxxxxxx
(date)
(signature certified by a notary)
Przemysław
Xxxxxxx Xxxxxxxxxxx
|
_____,
/s/ Xxxxx Xxxxxx Nassius
(date)
(signature certified by a notary)
Xxxxx
Xxxxxx Nassius
|
Contents
of the New Loan II Agreement
The
Parties expressly provide that, irrespective of relevant provisions of the
Share
Sale Agreement, the attached contents of the New Loan II will remain privileged.
Copy
of the Settlement of the Debt Repayable to One of the Polish
Entities
The
Parties expressly provide that, irrespective of relevant provisions of the
Share
Sale Agreement, the attached copy of the Settlement of the Debt Repayable to
One
of the Polish Entities will remain privileged.
Schedule
No. 2
Amended
Contents of Schedule No. 2 of the Share Sale Agreement
Contents
of Confirmation No. 4
We,
the
undersigned, acting in the name of: (i) Casinos
Europe GmbH, a company incorporated and existing under the laws of Austria,
whose registered office is Xxxxxxxxxx Xxx. 00, 0000, Xxxxxx, Xxxxxxx,
(xx)
G5
Sp. z
o.o., a company incorporated and existing under the laws of the Republic of
Poland, whose registered
office
is at xx. Xxxxxxx 00/00 xx. 00, 00-000 Xxxxxx, Xxxxxx (iii)
Xxxxxxxxxx
Xxxxx Xxxxxxxx-Angierman, a citizen of Poland, (iv) Xxxxx Xxxxxxx, a citizen of
Poland, (v) Xxxxx Xxxxxx Nassius, a citizen of Poland, (vi) Przemysław Xxxxxxx
Xxxxxxxxxxx, a citizen
of
Poland, further
to the share sale and purchase agreement between Century
Casinos Europe GmbH, as a purchaser, and the aforementioned natural persons,
as
sellers, dated ____ (the “Agreement”) do, hereby, confirm that the
conditions precedent for the entry of the Agreement into force set forth in
the
§ 4 section 5 of the Agreement have been met and, and, therefore, Century
Casinos Europe GmbH acquired all Shares No. 1.
In
addition, the Sellers confirm to G5 that the Sellers received payment in full
of
all the dues, whatsoever, the Sellers had ever had from G5 before the date
of
the entry of the Agreement into force.
The
capitalized terms used herein possess meanings set forth in the Agreement,
unless this document expressly provides to the contrary.
Attachments:
-
|
originals
of unconditional resignations from participations in the bodies of
G5
bearing signatures confirmed by a notary
public
|
_____,
/s/ Xxxxxxxxx Xxxxxxx
(date)
(signature/s/ certified by a notary)
For
and on behalf of:
Casinos
Europe GmbH
|
_____,
_______________
(date)
(signature/s/ certified by a notary)
For
and on behalf of:
G5
Sp. z o. o.
|
_____,
/s/ Xxxxxxxxxx
Xxxxx Xxxxxxxx-Angierman
(date)
(signature certified by a notary)
Xxxxxxxxxx
Xxxxx Xxxxxxxx-Angierman
|
_____,
/s/ Xxxxx
Xxxxxxx
(date)
(signature certified by a notary)
Xxxxx
Xxxxxxx
|
_____,
/s/ Przemysław Xxxxxxx Xxxxxxxxxxx
(date)
(signature certified by a notary)
Przemysław
Xxxxxxx Xxxxxxxxxxx
|
_____,
/s/ Xxxxx
Xxxxxx Nassius
(date)
(signature certified by a notary)
Xxxxx
Xxxxxx Nassius
|