Assignment of Management Agreement among Century Casinos, Inc., Focus Casino Consulting AG, and Century Resorts International Ltd.

Summary

Century Casinos, Inc., Focus Casino Consulting AG, and Century Resorts International Ltd. have agreed to transfer all rights and obligations of an existing management agreement from Century Casinos, Inc. to its subsidiary, Century Resorts International Ltd. Century Resorts International will now be responsible for the agreement, and Century Casinos, Inc. guarantees to support and reimburse its subsidiary if it cannot fulfill its obligations. The assignment is effective as of January 1, 2005.

EX-10.146 3 exhibit10_146.htm EXHIBIT 10.146 Exhibit 10.146


 ASSIGNMENT OF MANAGEMENT AGREEMENT


Parties to this Assignment Agreement

The parties to this Assignment Agreement are:

Century Casinos, Inc., a Delaware corporation (“Century” hereinafter);

Focus Casino Consulting AG (“FCC” hereinafter), a Swiss corporation; and

Century Resorts International Ltd. (“CRI” hereinafter), a Mauritius corporation and a 100% subsidiary of Century.


WITNESSETH THAT:

WHEREAS, Century and FCC have entered into a Management Agreement (“Agreement” hereinafter) in March 2001, with amendments entered into on October 11, 2001; and October 12, 2002; and March 29, 2004; and

WHEREAS, CRI is a subsidiary company of Century; and

WHEREAS, both Century and FCC desire to assign this Agreement from Century to CRI.

NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

 
1.  
Assignment

The Agreement is assigned in all respects, with all rights and obligations, from Century to CRI. CRI accepts this assignment.

2.  
Guarantee

CRI will invoice Century, and Century will compensate CRI, for that portion of services under the Agreement that have been respectively will be performed by FCC for Century. Further, Century guarantees to CRI and FCC that it will reimburse and guarantee for CRI, in case CRI should not be able to fulfill any of its obligations from this assignment.

3.  
Date of Assignment and Effective Date

The date of this assignment shall be the date of the last signature. The date this assignment becomes effective in all respects shall be January 1, 2005


IN WITNESS WHEREOF, Century, CRI and FCC have duly executed this Agreement as of the day and year first above written.

 
FOR CENTURY RESORTS INTERNATIONAL LTD.
 
     
 
By:
 
     
   //s// Richard Arlove  February 23, 2005 
 
Mr. Richard Arlove, Director
Date
     
     
   //s// Vony Ramsamy  February 23, 2005
 
Mr. Vony Ramsamy, Director
Date
     
 
FOR FLYFISH CASINO CONSULTING AG:
 
     
 
By:
 
     
   //s// Werner Stocker  February 15, 2005
 
Mr. Werner Stocker, Verwaltungsrat
Date
     
 
FOR CENTURY CASINOS, INC.:
 
     
 
By:
 
     
   //s// Robert S. Eichberg  February 14, 2005
 
Robert S. Eichberg, Director
Date
     
 
By:
 
     
   //s// Gottfried Schellmann  February 23, 2005
 
Mag. Gottfried Schellmann
Date
 
Director and Member of
 
 
Compensation Committee
 
     
 
By:
 
     
   //s// Dinah Corbaci  February 15, 2005
 
Dr. Dinah Corbaci, Director
Date
 
and Member of
 
 
Compensation Committee