Loan Agreement


     

    Exhibit
      10.4D

    Loan
      Agreement 

     

    hereinafter
      referred to as the “Agreement”,
      concluded on 1 February 2007 in Warsaw,

     

    between

     

    
      	-    	
              Century
                Casinos Europe GmbH,
                a
                company incorporated and existing under the laws of Austria, whose
                registered office is Wipplinger Str. 30, 1010, Vienna, Austria,
                represented by Dr Christian Gernert acting in the capacity of a managing
                director, hereinafter the “Lender”,

            


    

     

    and

     

    
      	
              -

            	
              G5
                Sp. z o.o., a
                company incorporated and existing under the laws of the Republic
                of
                Poland, whose registered office is at ul.
                Żelazna 82/84 no. 51, 00-894 Warsaw, registered in the National Court
                Register - Register of Entrepreneurs, under number KRS No.
                90606, represented
                by Małgorzata Rogowicz-Angierman, Jerzy Cieślak, Piotr Nassius and
                Przemysław Tomaszewski,
                acting
                in the capacity of management board members,
                hereinafter the “Borrower”

            


    

     

    Whereas

     

    The
      parties hereto assumed that the Debt Repayable to One of the Polish Entities
      was
      lower by approximately PLN 3,000,000 than it is currently alleged to
      be.

     

     Whereas

     

    One
      of
      the Polish Entities is ready to finally settle the Debt Repayable to One of
      the
      Polish Entities for payment of not more than PLN 3,000,000. 

     

    Whereas

     

    The
      Parties, hereto, are willing to have the Debt Repayable to One of the Polish
      Entities finally settled between the Borrower and One of the Polish Entities
      in
      return for a one-off payment of not more than PLN 3,000,000, to be made by
      the
      Borrower to One of the Polish Entities, even though the Borrower deems the
      Debt
      Repayable to One of the Polish Entities to have been already
      repaid.

     

    Now,
      and therefore, the Parties agree as follows

     

    § 1.

    Definitions

     

    Wherever
      used in this Agreement, unless the context requires otherwise, the following
      terms have the following meanings:

     

    “Annex
      to the SSPA” means
      the
      document indicated § 2.3 item (1) (iii) below;


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Bank”
      means
      the
      bank indicated in § 2.4 below;

     

    “Bank
      Account” means
      the
      bank account indicated in § 2.2 below;

     

    “Bank
      Guarantee” means
      the
      bank guarantee indicated in § 2.4 below;

     

    “Business
      Day”
means
      a
      day, other than a Saturday, or a Sunday, on which commercial banks are open
      for
      business in Warsaw, Poland;

     

    “Collateral”
      means
      the
      collateral indicated in § 2.4 below;

     

    “Default
      Interest”
means
      interest of 5 % per annum above the Interest Rate calculated for the period
      from the date any payment, hereunder, becomes due and payable until the day
      of
      actual payment, thereof;

     

    “Drawdown
      Date”
means
      the date when Loan has been transferred to the bank account indicated in § 2.2
      below;

     

    “EURO”
      means
      the
      common currency used in some member countries of the European Union; 

     

    “EURO
      Equivalent of PLN” means
      in
      relation to any amount denominated in PLN the amount of EURO that would be
      realised upon the sale of such PLN amount under the average exchange rate quoted
      by the National Bank of Poland prevailing on the date falling 3 Business Day
      prior to the date on which such amount is to be paid, or as of which date any
      such amount is to be computed, in accordance with this Agreement; should any
      EURO Equivalent of a PLN amount be bound to be paid within the deadline set
      forth, hereunder, that EURO Equivalent of PLN amount will be computed by using
      the average exchange rate quoted by the National Bank of Poland on the date
      falling 3 Business Day prior to the first day of such deadline; 

     

    “Final
      Maturity Date”
means
      the fifth anniversary of the date when the Loan has been transferred to the
      bank
      account indicated in § 2.2 below, which is the date when the Borrower must pay
      to the Lender the Total Repayment Amount under this Agreement;

     

    “Information”
      means
      the
      Information as defined in § 6.1 item 1 below;

     

    “Instalments”
      mean
      all
      the instalments in which the Loan will be utilized for the repayment of the
      Debt
      Repayable to One of the Polish Entities and an “Instalment”
      mean
      any
      one of the Instalments;

     

    “Interest
      Payment Date”
means
      the Business Day that comes 365 days after the Drawdown Date and, afterwards,
      each first Business Day of the anniversary of the initial Interest Payment
      Date,
      in arrears; 

     

    “Interest
      Rate”
means
      interest at the rate of LIBOR offered as at 3 Business Days before a relevant
      Interest Payment Date for 1-month deposits, plus 2 %, per annum;

     

    ”Loan”
means
      a
      loan which
      is
      to be extended to the Borrower by the Lender, hereunder;


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Maturity
      Date”
means,
      with respect to any repayment of the principal amount of the Loan - the Final
      Maturity Date and, with respect to any payment of interest including the Default
      Interest - the relevant Interest Payment Date;

     

    “Party”,
      or
      “Parties”,
      means
      the Borrower, or the Lender under this Agreement, or both, as the case may
      be;

     

    “Pledge”
      means
      the
      right of registered pledge over 1/3 of all the shares in Casinos Poland
Sp.
      z o.
      o. with the registered office in Warsaw, at ul. Wolność 3a, which Pledge has
      been established in favour of One of the Polish Entities by the Borrower to
      secure repayment of all the receivables of One of the Polish Entities under
      the
      Settlement of the
      Debt
      Repayable to One of the Polish Entities;

     

    “PLN”,
      or
“Zloty”,
      means
      the currency of the Republic of Poland;

     

    “PLN
      Equivalent of USD” means
      in
      relation to any amount denominated in USD the amount of PLN that would be
      realised upon the sale of such USD amount under the average exchange rate quoted
      by the National Bank of Poland prevailing on the date falling 3 Business Day
      prior to the date on which such amount is to be paid, or as of which date any
      such amount is to be computed, in accordance with this Agreement; should any
      PLN
      Equivalent of USD amount be bound to be paid within the deadline set forth,
      hereunder, that PLN Equivalent of USD amount will be computed by using the
      average exchange rate quoted by the National Bank of Poland on the date falling
      3 Business Day prior to the first day of such deadline;

     

    “Share
      Sale and Purchase Agreement” means
      the
      agreement which with all the annexes and amendments, thereto, will be appended,
      hereto, as a schedule hereof;

     

    “Taxes”
      means
      the
      Taxes as defined in § 5.4 below;

     

    “Total
      Repayment Amount”
means
      the principal amount of the Loan, plus interest, if any, including the Default
      Interest, accrued, thereon, but unpaid during the term of this
      Agreement;

     

    “USD”
means
      the currency of the United States of America;

     

    “USD
      Equivalent of PLN”
means
      in relation to any amount denominated in PLN the amount of USD that would be
      realised upon the sale of such PLN amount under the average exchange rate quoted
      by the National Bank of Poland prevailing on the date falling 3 Business Day
      prior to the date on which such amount is to be paid, or as of which date any
      such amount is to be computed, in accordance with this Agreement; should any
      USD
      Equivalent of PLN amount be bound to be paid within the deadline set forth,
      hereunder, this USD Equivalent of PLN amount will be computed by using the
      average exchange rate quoted by the National Bank of Poland on the date falling
      3 Business Day prior to the first day of such deadline;

     

    “One
      of the Polish Entities” means
      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
      the entirety of the indebtedness of the Borrower 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 the Borrower in return
      for payment of not more than PLN 3,000,000, to be made by the Borrower to One
      of
      the Polish Entities, 

     

    “Settlement
      of the Debt Repayable to One of the Polish Entities” means
      the
      settlement between One of the Polish Entities and the Borrower dated July
      24th,
      2003,
      together with all annexes and attachments, thereto, copies of which will be
      appended, hereto, as a schedule hereof.

     

    § 2.

    Grant
      of a loan 

     

    
      	
              1.

            	
              The
                Lender, hereby, grants to the Borrower the Loan, in an amount of
                USD
                1,000,000.

            


    

     

    
      	
              2.

            	
              The
                amount of the Loan is to be transferred, within 3 Business Days from
                the
                date hereof, to the bank account no. 95
                1060 0076 0000 3210 0009 9939 maintained
                by Bank BPH SA, Branch Office in Warsaw (hereinafter “Bank
                Account”),
                which the Borrower will be able to access and use only when acting
                with,
                and on the basis of, a written consent of the Lender, to be issued
                in the
                future for a specific operation to be made in, or through, the Bank
                Account. The Parties expressly confirm that: (i) the Lender will
                not consent to the Loan being utilized for purposes other than those
                indicated in clause 2.3 and 2.4 below, and (ii) the Lender will not
                withhold, without a valid cause, its consent for the Borrower to
                use the
                Loan for the purposed indicated in clause 2.3 and 2.4 below.
                

            


    

     

    
      	
              3.

            	
              Save
                for that that has been set forth in § 2.4 below, the Loan extended to the
                Borrower by the Lender, hereunder, can only be used by the Borrower
                for
                the purpose of repayment of the entirety of the Debt Repayable to
                One of
                the Polish Entities. Furthermore, the Parties expressly agree that
                the
                Loan will only be possible to be retransferred from the Bank Account,
                elsewhere, for the purpose of the repayment of the Debt Repayable
                to One
                of the Polish Entities, in the following Installments, and within
                the
                following deadlines: 

            


    

     

    
      	 	
              1)

            	
              first
                Installment being the USD Equivalent of PLN 1,000,000 will be
                retransferred from the Bank Account not later than 7 days after the
                later
                of: 

            


    

     

    
      	 	
              (i)

            	
              the
                date when One of the Polish Entities has accepted in writing, and
                to the
                satisfaction of Lender, a written offer of the Borrower to finally
                and
                irrevocably settle the entirety of the Debt Repayable to One of the
                Polish
                Entities, by payment to be made by the Borrower to One of the Polish
                Entities of PLN 3,000,000, 

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (ii)

            	
              the
                date when One of the Polish Entities issues to the Borrower, to the
                satisfaction of the Lender, a declaration consenting to the Pledge
                being
                removed from the Polish Register of Pledges, and
                

            


    

     

    
      	 	
              (iii)

            	
              the
                date when the Borrower and the Lender have concluded an annex to
                the Share
                Sale and Purchase Agreement (hereinafter “Annex
                to the SSPA”)
                that will reduce, proportionately, all the Purchase Prices as defined
                in
                the Share Sale and Purchase Agreement, so that the total of all the
                Purchase Prices is decreased to the balance of EURO 2,920,000 minus
                the
                EURO Equivalent of PLN 3,000,000, provided that such EURO Equivalent
                is
                computed as of the date of the Annex to the
                SSPA;

            


    

     

    
      	 	
              2)

            	
              a
                second Installment in an amount being the remainder of the Loan will
                be
                retransferred from the Bank Account 7 days after the date of the
                issuance
                of a final and binding decision of a competent court for deletion
                of the
                Pledge from the Register of Pledges in Poland, but in any case not
                later
                than the 30th
                of
                June 2007. 

            


    

     

     

    
      	
              4.

            	
              The
                Lender confirms that it is aware that in the time between the Drawdown
                Date and actual repayment of the Debt Repayable to One of the Polish
                Entities with the funds of the Loan, the Borrower intends to utilize
                all
                amount of the Loan that will be transferred by the Lender into the
                Bank
                Account for the purpose of establishing collateral (hereinafter
                “Collateral”)
                to secure the claims of a bank (hereinafter “Bank”)
                for issuance by the Bank of a bank guarantee (hereinafter “Bank
                Guarantee”)
                to be delivered by the Borrower to One of the Polish Entities, so
                that the
                latter consents to the removal of the Pledge from the Polish Register
                of
                Pledges. Whenever requested to do so, the Lender will consent to
                the
                establishment of the Collateral for the Bank Guarantee, provided
                that the
                following is procured by the
                Borrower:

            


    

     

    
      	 	
              1)

            	
              The
                Bank Guarantee will be for a maximum of PLN
                3,000,000;

            


    

     

    
      	 	
              2)

            	
              The
                Bank Guarantee will secure, exclusively, repayment of the Debt Repayable
                to One of the Polish Entities; 

            


    

     

    
      	 	
              3)

            	
              The
                Bank Guarantee will only be possible to be utilized : (i) upon occurrence
                of events, within deadlines, and in amounts, set forth in § 2 section 3
                items 1), and 2) above, and (ii) after the Lender
                unsuccessfully demands from the Borrower, reasonably in advance,
                payment of the amounts sought by to be paid under the Bank Guarantee;
                and
                

            


    

     

    
      	 	
              4)

            	
              The
                Bank Guarantee and the agreement between the Bank and the Borrower
                for the
                issuance of the Bank Guarantee will provide that should the Bank
                demand
                from the Borrower repayment of any amounts which have been paid by
                the
                Bank to One of the Polish Entities under the Bank Guarantee, any
                such
                repayment will be made from resources extended to the Borrower in
                the form
                of the Loan, without need for the Bank to obtain a prior consent
                of the
                Borrower. 

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	 	
              5.

            	
              Immediately
                after the payments referred to under §§ 2.2 - 2.4 are made, the Borrower
                is to provide the Lender with a written notice regarding the payment
                made,
                including the precise date and exact amount of the payment, and a
                copy of
                an official and binding statement from a bank confirming the contents
                of
                the notice. 

            


    

     

    § 3.

    Repayment
      of the Debt Repayable to One of the Polish Entities 

     

    
      	
              1.

            	
              Provided
                that, and immediately after, the Lender transfers to the Bank Account
                any
                amounts of the Loan hereunder, the Borrower, within 7 days, will
                transfer
                to One of the Polish Entities all the amounts so made available by
                the
                Lender in such a manner as will ensure full repayment of the Debt
                Repayable to One of the Polish Entities, in accordance with § 2.3 above,
                including the principal amount, any interest accrued, thereon, and
                any
                related payments, charges, or fees, which One of the Polish Entities
                could
                request from the Borrower in relation to the Debt Repayable to One
                of the
                Polish Entities.

            


    

     

    
      	
              2.

            	
              Nothing
                in the provisions of this Agreement is to be construed to require
                the
                Lender to provide the Borrower, under any contractual, or factual,
                basis
                whatsoever, any additional amounts in excess of those expressly referred
                in § 2.3, including when the amount of the Debt Repayable to One of
                the Polish Entities, or of any payments, charges, or fees, referred
                to in
                §3.1, exceeds PLN 3,000,000.

            


    

     

    
      	
              3.

            	
              If
                the Borrower makes any payments, whatsoever, in breach of the Agreement,
                from the amounts made available by the Lender to the Borrower under
                the
                Agreement, the Borrower is to immediately repay such payments to
                the
                Lender, after obtaining a written notice from the Lender to that
                effect,
                to a bank account to be indicated by the Lender in the notice. The
                Lender
                is to decide, at its sole discretion, whether to request such repayment
                and, if so, will establish the amount of repayment requested, to
                be equal
                to the aggregate payments made by the Borrower in breach of this
                Agreement.

            


    

     

    
      	
              4.

            	
              If
                the Borrower fails, for any reasons whatsoever, to timely transfer
                to One
                of the Polish Entities, in relation to the Debt Repayable to One
                of the
                Polish Entities, and in accordance with this Agreement, the aggregate
                amount of all Installments of the Loan already obtained from the
                Lender
                under the Agreement, the Borrower is to immediately repay to the
                Lender,
                upon it giving written notice, such part of the amount obtained from
                the
                Lender under the Agreement that was not transferred to One of the
                Polish
                Entities for the repayment of the Debt Repayable to One of the Polish
                Entities.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    § 4.

    Interest
      and Interest Payments 

     

    
      	
              1.

            	
              The
                outstanding amount of the principle of the Loan is to be charged
                interest
                on each Interest Payment Date, by the Interest Rate. The interest,
                including Default Interest, is to be determined on the basis of a
                year of
                360 (three hundred and sixty) days and a month of 30 (thirty)
                days.

            


    

    
       

    

    
      	2.	
              The
                interest is payable on the Interest Payment Date until the Final
                Maturity
                Date.

            

    

    § 5.

    Payments

     

    
      	
              1.

            	
              The
                principal amount of the Loan, together with all interest accrued
                thereon,
                but unpaid, is to be repaid in full not later, and not earlier, than
                on
                the Final Maturity Date. 

            


    

     

    
      	
              2.

            	
              On
                each date on which any sum is due from the Borrower under this Agreement,
                the Borrower is to make that sum available without set off, or tax,
                or
                other deductions, to the Lender by payment in immediately available,
                freely transferable, cleared funds, to an account designated by the
                Lender
                for that purpose. All costs in connection with payment of any sum
                (including the costs of transfer of payments) are for the account
                of the
                Borrower, and cannot, therefore, be deducted from such sum.
                

            


    

     

    
      	
              3.

            	
              Neither
                in whole, nor in part, is the Borrower permitted to prepay the Loan.
                

            


    

     

    
      	
              4.

            	
              All
                payments in respect of the Loan are to be made without withholding,
                or
                deducting, on account of any present, or future, taxes, duties,
                assessments or governmental charges, whatsoever, (hereinafter the
                "Taxes")
                imposed, or levied by, or on behalf of, the Republic of Poland, or
                any
                political subdivision, or any authority thereof, or therein unless
                the
                withholding, or deduction of such Taxes is required by law, or
                regulations. In that event, the Borrower pays to the Lender such
                additional amounts as may be necessary so that the net amounts received
                by
                the Lender after such withholding, or deduction are equal to the
                amount
                that would have been receivable in respect of the Loan in the absence
                of
                such withholding, or deduction. As soon as the Borrower is aware
                that any
                such deduction, withholding, or payment of Taxes is required (or
                of any
                change in any such requirement), it must notify the Lender of that,
                forthwith.

            


    

     

    § 6.

    Other
      obligations of the Parties

     

    
      	
              1.

            	
              The
                Parties can disclose the Information to those of its employees and
                advisers for whom it is necessary, for the purpose of entering into
                this
                Agreement, and for the performance of the obligations, hereunder,
                provided
                that the Parties ensure that the employees and advisers keep the
                Information confidential.

            


    

     

    
      	
              2.

            	
              Any
                public announcement, or disclosure, to be made is to be determined
                and
                made by the Parties acting jointly, except for announcements required
                by
                law to be made, specifically in relation to the disclosure requirements
                applicable to publicly quoted
                companies.

            


    

     

    § 7.

    Disputes,
      governing law, levies

     

    1.   Any
      dispute arising out of, or in connection with, this Agreement, including any
      question regarding its existence, validity, or termination, is to be referred
      to
      and finally resolved 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
                  Borrower will pay the levy payable on civil law transactions, if
                  any, of
                  1% of the total amount of the Loan, as referred to in
                  §2.1.

              

            


    

     

    § 8.

    Language

     

    
      	
              1.

            	
              
                This
                  Agreement has been executed in 2 (two) counterparts, each counterpart
                  containing a Polish and English version of the Agreement, for each
                  Party.
                  

              

            


    

     

    
      	
              3.

            	
              
                
                  The
                    English language version of the Agreement is to prevail over
                    any
                    discrepancy between the language
                    versions.

                

              

            


    

     

     

     

    In
      Witness Whereof 
      the
      Parties, hereto, have signed this Agreement on the date first mentioned
      above.

     

     

    _/s/
      Christian Gernert     
/s/
      Małgorzata Rogowicz-Angierman  /s/Jerzy
      Cieślak   /s/Piotr Nassius   /s/Przemysław
      Tomaszewski

    For
      Century Casinos Europe GmbH  For
      the
      Borrower Sp. z o.o.