AMENDMENT NUMBER 1
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to
Equity Subscription Agreement
(entered into on September 7, 2001 by and between)
Rhino Resort Limited ("Rhino Resort")
and
Century Casinos Africa (Pty) Limited ("Century")
and
Silverstar Development Limited ("Silverstar")
(collectively "The Parties")
This Amendment Number 1 to the Equity Subscription Agreement shall be effective
from March 2, 2002.
WHEREAS, certain amendments to the conditions governing Rhino Resort's casino
license are required by the Gauteng Gambling Board pursuant to the Temporary
Casino License issued by the Gauteng Gambling Board on November 21, 2001; and
WHEREAS, these amendments necessitate an increase in the quantum of initial
funds required by the Rhino Resort development as contemplated; and
WHEREAS, Rhino Resort's debt financiers have required that the initial funds to
be provided by Rhino Resort's shareholders shall be increased from R40 million
to R50 million; and
WHEREAS, Rhino Resort and Silverstar wish to secure a commitment to provide the
initial funds required without diluting or amending the existing shareholder
structures; and
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NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. The name of the Equity Subscription Agreement shall be changed to
"Funding Agreement"
2. Paragraph B of the Funding Agreement ("Undertaking to Provide Equity
Funds") is amended as follows:
2.1. Sub-paragraph 1 is deleted and replaced with the following:
"Century shall inject an amount of R50 million by way of equity
share capital, or shareholder loans, into Rhino Resort".
2.2 The date "December 31 2003" in paragraph B2 shall be
replaced by "December 31, 2004.
3. Paragraph C of the Funding Agreement ("Manner of Provision of Equity
Funds") is deleted in its entirety and replaced with the following:
"C. Manner of Provision of Funds
a. Subject to the fulfillment or waiver of the suspensive conditions in
accordance with B above, Century shall (unless otherwise agreed
between the parties) provide the sum of R50 m in accordance with
paragraph B.1. by whatever means, and at such time as Century shall
have agreed with Rhino Resort's debt financiers (as envisaged in
paragraph B.2.3). Evidence of satisfaction of Rhino Resort's debt
financiers as to the manner and timing of the provision of funds,
shall similarly be deemed by Rhino Resort and Silverstar to be
satisfaction of Century's obligation to provide funds as described
herein.
b. Century may elect that a portion of its R50 million contribution be made
by way of a shareholder loan which shall
i) not exceed 40% of the total amount of Century's committed
contribution of funds in terms of the Funding Agreement; and
ii) be subject to a rate of interest compounded monthly in
arrears, which shall initially be zero percent (0%), and which
may be such other rate as Century may from time to time elect,
and which shall be calculated from time of contribution until
time of repayment in full, save that such interest rate shall at
no time exceed the Bankers Acceptance Rate plus 3.625%; and
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iii) be otherwise governed by a Shareholder Loan agreement to be entered
into between Rhino Resort and Century".
4. The date "December 31, 2003" is replaced by "December 31, 2004" in
paragraph E.
5. A new paragraph F is inserted as follows:
"F. INTERIM FUNDS PROVIDED
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a. Century, at the request of Rhino Resort, shall be entitled,
but not obligated, to make funds available to Rhino Resort to
finance such costs that Rhino Resort and Century may jointly
determine are necessary to be incurred either directly by Rhino
Resort or on behalf of Rhino Resort in order to maintain the good
standing of the casino license, or which may otherwise assist
Rhino Resort in proceeding with the casino development as
currently contemplated. Such costs may include, inter alia, fees
and charges levied by the Gauteng Gambling Board, legal fees,
professional fees, salaries, equipment and supplies. Unless
specifically subject to separate agreements that may be in force,
any funds directly or indirectly advanced by Century in this
regard shall, at Century's election, which election may be made
either before or after provision of such interim funding,
i) represent an advance contribution of the fund's committed by
Century to Rhino Resort in terms of this Funding Agreement; or
ii) represent an obligation of Rhino Resort to Century
which is repayable upon demand at any time after the date of
Financial Close as defined in Rhino Resort's third party
debt funding agreements;
iii) attract interest compounded monthly in arrears from
time of advance until time of settlement in accordance with
sub-paragraphs a. and b. above, at a rate which shall
initially be zero and subsequently such other rate as
Century may from time to time determine, and which rate
shall not exceed the Prime Rate applicable to Rand
denominated loans in South Africa plus 2% (two percent)
measured from time of advance to time of settlement in full.
b. Until such time as Century has made an election under
the main part of subsection a of this paragraph F, and for
so long as any obligations of Rhino Resort to Century, under
any of the elections,
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including interest, remains outstanding, Century shall
be entitled to rank as a secured creditor of Rhino (either
by procuring a pledge of or other appropriate security
interest in, any and all assets and / or services acquired
by Rhino Resort (or by Century on behalf of Rhino Resort)
utilising funds provided by Century under this agreement.
c. Rhino Resort and Silverstar agree that they shall, as
soon as reasonably practicable execute all further
documentation and do all things that Century may require in
order to perfect the rights granted under this paragraph F.
d. Subsequent to the satisfaction of all obligations of
Rhino Resort relating to any election by Century under this
paragraph F, Century shall cause any related security
interest or related title granted in its favour to be
released or transferred to the benefit of Rhino Resort."
Dated at Johannesburg this 2nd day of March, 2002
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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CENTURY CASINOS AFRICA (Pty) LIMITED
Dated at Johannesburg this 2nd day of March, 2002
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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RHINO RESORT LIMITED
Dated at Johannesburg this 2nd day of March, 2002
/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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SILVERSTAR DEVELOPMENT LIMITED
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