Adjustment / Amendment No. 1 to Management Agreement
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This Adjustment / Amendment No. 1 is made on this day of October 11, 2001 to the
MANAGEMENT AGREEMENT ("Agreement") dated March 1, 2001, by and between CENTURY
CASINOS, INC., a Delaware corporation ("Company"), and FOCUS CASINO CONSULTING
AG, a Swiss corporation ("Consultant").
Adjustment / Amendment to Article 5.3 (a) (ii):
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The Company and Consultant hereby agree to delete the definition of "Change of
Control" as used in Article 5.3 (a) (ii) of the Agreement in its entirety and
replace it with the following:
"Change of Control" as used herein shall mean: (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
By: /s/Xxxxx Haitzmann By: /s/Xxxxxx Xxxxxxx
Chairman, Compensation Committee Chairman of the Board
By: /s/Xxxxx Xxxxxxx
Member, Compensation Committee
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