Amendment to Share Sale Agreement between Malgorzata Maria Rogowicz-Angierman, Jerzy Cielak, Piotr Marcin Nassius, Przemyslaw Dariusz Tomaszewski and Century Casinos Europe GmbH concluded on February 1, 2007

 

 

hereinafter referred to as the “Amendment”, concluded on February 1, 2007, between:

 

- Małgorzata Maria Rogowicz-Angierman, holder of ID no. AAE 781019, and

 

- Jerzy Cieślak, a citizen of Poland, holder of ID no. ACE 725154, and 

 

- Piotr Marcin Nassius, holder of ID no. ABP 968234, and

 

- Przemysław Dariusz Tomaszewski, 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 Wipplinger Str. 30, 1010, Vienna, Austria,

 

on the other side, hereinafter referred to as the “Purchaser”

 

 

 

 

 

 

NOW AND THERFORE, the Parties agree as follows:

 

 

 

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 24^th, 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 No. 1, Confirmation No. 2, 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 30^th, 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 No. 1, Shareholding No. 3 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 No. 1, Shareholding No. 3 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.

 

 

 

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.

 

 

 

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%).

 

 

 

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.