ex10-2.htm


     

    AMENDMENT
NO. 1 TO PURCHASE AGREEMENT

     

    THIS AMENDMENT NO. 1 TO PURCHASE
AGREEMENT is made as of November 24, 2009 (this “Amendment”) between GRANT THORNTON LIMITED in its
capacity as interim receiver and receiver and manager of EGC Holdings Ltd. and
not in its personal capacity (“Receiver”), and CENTURY CASINOS EUROPE GMBH
(“Purchaser”).

     

    WHEREAS:

     

    A.           Receiver
and Purchaser are parties to a Purchase Agreement made as of November 6, 2009
(the “Purchase
Agreement”).

     

    B.           Receiver
and Purchaser desire to amend the Purchase Agreement as hereinafter set
forth.

     

    IN CONSIDERATION of the mutual
agreements in this Amendment, Receiver and Purchaser agree as
follows:

     

    1.           
The first sentence of the last paragraph of Section 19.1 of the Purchase
Agreement is hereby amended to read in full as follows:

     

    Any such
notice, direction, request or other communication will be deemed to have been
given or made on the date on which it was delivered or, in the case of fax or
email, (i) on the day it was transmitted if faxed or emailed on a Business Day
between the hours of 9 am and 5 pm (local time for the receiving party) and (ii)
otherwise, on the next Business Day after receipt of transmission.

     

    2.           The
Purchase Agreement as amended hereby shall continue in full force and
effect.

     

    IN
WITNESS WHEREOF the parties have executed this Amendment effective as of the day
and year first above written notwithstanding the date of execution.

    


     

    
      	
              GRANT THORNTON LIMITED
      in its capacity as interim receiver and receiver and manager of EGC
      Holdings Ltd., and not in its personal capacity

            	 
      	
              CENTURY
      CASINOS EUROPE GMBH

            
	
              Per:

            	/s/
      Mark Wentzell	 
      	
              Per:

            	/s/
      Larry Hannappel
	 
      	
              Authorized
      Signatory

            	 
      	 
      	
              Authorized
      Signatory

            
	 
      	Mark
      Wentzell	 
      	 
      	Larry
      Hannappel 
	 
      	
              Name

            	 
      	 
      	
              Name

            
	 
      	Senior
      Vice President	 
      	 
      	Authorized
      Signatory   
	 
      	
              Title

            	 
      	 
      	
              Title

            
	 
      	24
      November 2009	 
      	 
      	24
      November 2009 
	 
      	
              Date
      of Execution

            	 
      	 
      	
              Date
      of Execution

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Each of
the undersigned (i) acknowledges the terms of the foregoing Amendment and (ii)
confirms that such party is not released from its obligations under the Purchase
Agreement as a result thereof.

     

    


    FASKEN
MARTINEAU DUMOULIN LLP

     

    


     

    
      	
              Per:

            	/s/
      Kibben Jackson
	 
      	
              Authorized
      Signatory

            
	 
      	Kibben
      Jackson
	 
      	
              Name

            
	 
      	Partner
	 
      	
              Title

            
	 
      	24
      November 2009
	 
      	
              Date
      of Execution

            


    

    


     

     

    


    FORTRESS
CREDIT CORP., as Agent for Fortress Credit Opportunities I LP and Fortress
Credit Funding II LP

     

    
       

      
        	
                 

              
	
                By:

              	/s/
      Marc Furstein
	 
      	
                 

              
	Name	Marc
      Furstein
	 
      	
                 

              
	Title	Chief
      Operating Officer
	 
      	
                 

              
	Date
      of Execution  	24
      November 2009