Annex to ADC Agreement


    
      

      

    

     

     

    Annex
      to
      the ADC-Agreement:

    


    The
      Austrian Depositary Certificate has the following wording:

    


    


    


    AUSTRIAN
      DEPOSITARY CERTIFICATE

    


    in
      respect of

    


    registered
      shares of common stock with a par value of $0.01 of

    


    Century
      Casinos, Inc., Colorado Springs, U.S.A. (“Company”)

    


    


    


    Oesterreichische
      Kontrollbank Aktiengesellschaft ("OeKB"), Vienna, holds 7,132,667
      registered shares of common stock with a par value of $0.01 each of Century
      Casinos, Inc. (the "Company" and the “Shares“). The Shares are registered in the
      register of shareholders of the Company in the name of OeKB or its agent. The
      Shares are kept on deposit in the name of OeKB with the Austrian Central
      Securities Depositary (the “CSD”), which holds the Shares with its respective
      custodian in the United States of America (the “Custodian“), each of which is
      represented by a certificate (each a “Certificate”), all of which are
      represented hereby. The amount of Shares held with the CSD and registered in
      the
      name of OeKB or OeKB’s agent corresponds at all times to the notation on the
      schedule (the “Notation“) attached to this ADC and each such Share shall be
      represented by a Certificate. A Certificate Holder (as defined below) is not
      entitled to receive delivery of physical Certificates.

    


    Each
      Certificate entitles its holder (the “Certificate Holder“) to receive one Share.
      OeKB or its agent provides the rights for and delegates the obligations to
      each


     

    
      
        
        

      

      
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    Certificate
      Holder which it obtained upon registration in the register of shareholders
      of
      the Company as if the Certificate Holder itself were registered.

    


    OeKB
      has
      not scrutinized the Company in any respect, particularly as regards its
      financial standing and economic soundness or as regards to its due organization
      and valid existence. OeKB does not assume any responsibility for damages which
      a
      Certificate Holder or any other third party might suffer by investments in
      the
      Shares.

    


    The
      terms
      and the conditions of the Certificates attached to this ADC shall apply and
      form
      part of this ADC. The ADC bears the signatures of two duly authorized
      signatories of OeKB.

    


    


    Vienna,
      

    


    


    Oesterreichische
      Kontrollbank Aktiengesellschaft 


    
      
        
        

      

      
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    Terms
      and
      conditions of the Certificates (the „Conditions“)

    


    


    


    
      	
              1.

            	
              OeKB
                undertakes that each Certificate Holder is entitled, subject to mandatory
                United States law and in accordance with the Certificate of Incorporation
                and other regulations of the Company, to instruct CSD via his deposit
                bank
                to deliver at the cost of same to any appropriate account such number
                of
                Shares not exceeding the number of Certificates held by or on behalf
                of
                himself. OeKB undertakes that upon receipt of such request, CSD shall
                immediately instruct the Custodian to have the appropriate number
                of
                Shares registered in the respective name and to deliver these Shares
                as
                instructed. OeKB represents that the ADC is decreased accordingly
                by the
                corresponding number of said Certificates. Any shareholder may deliver
                his
                shares of common stock to the Custodian to be credited to the account
                of
                CSD (on behalf of OeKB as issuer of the ADC). Immediately upon receipt
                of
                notification of the credit entry and confirmation of the registration
                of
                OeKB or OeKB’s agent, (i) OeKB will issue an amount of Certificates which
                corresponds to the amount of shares of common stock credited and
                (ii) CSD
                will credit those Certificates to such deposit bank in the CSD which
                acts
                on behalf of the deposit bank that has been named by the
                shareholder.

            


    

    


    The
      Certificate Holder shall bear all costs, taxes, fees and duties arising in
      connection with the delivery, including all fees such as those of a notary,
      as
      the case may be.

    


    A
      Certificate Holder is not entitled to receive delivery of physical
      Certificates.

     

    2.    
       OeKB
      undertakes that the Custodian will forward to CSD without delay any dividends
      or
      other amounts received in the original currency.

    OeKB
      undertakes that CSD shall forward cash dividends received from the Custodian
      to
      each Certificate Holder through his deposit bank without any deduction of any
      fees of OeKB/CSD. Stock dividends of at least one share, shares deriving from
      stock splits, bonus shares and similarly created Shares shall be credited to
      the
      Certificate Holder through his deposit bank in the form of additional
      Certificates. If a rateable allocation of such shares to the Certificate Holder,
      corresponding to the number of his holdings, 

     

    
      
        
        

      

      
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    is
      not
      possible, OeKB will instruct CSD to attempt to sell the relevant rights on
      a
      best efforts basis and shall rateably distribute the proceeds of the sale to
      the
      deposit banks in favour of the Certificate Holder in proportion to the
      Certificates held by same. Should subscription rights be granted, OeKB shall
      allow the Certificate Holder to subscribe via his deposit bank. Moreover, OeKB
      will sell new Shares, subscription rights, fractional entitlements or other
      rights arising from the Shares on a best efforts basis, upon instruction of
      the
      Certificate Holder via his deposit bank and to distribute the proceeds as
      described above.

    
      


      All
        payments to the Certificate Holder shall be made via his deposit banks, in
        accordance with the General Terms and Conditions of the CSD

       

    

    
      	
              3.

            	
              OeKB
                shall not exercise the voting rights of the Shares credited at any
                given
                time to the account of the CSD with the Custodian but CSD shall,
                upon
                receipt, forward via their deposit banks proxy statements, forms
                of voting
                instruction and all related materials for stockholder meetings of
                the
                Company to those Certificate Holders who held Certificates on the
                record
                date for such meeting. Each Certificate Holder shall be entitled
                to
                provide voting instructions via his deposit bank as to the number
                of
                Shares represented by the Certificates held by such Certificate Holder,
                and OeKB or its agent shall instruct the Custodian to deliver a proxy
                to
                the Company reflecting the aggregate voting instructions received
                from
                Certificate Holders on account of the Shares then held on
                deposit.

            


    

    


    Each
      Certificate-Holder is entitled to vote, as described in the following, in
      general meetings of stockholders of the Company according to the number of
      Certificates he holds in the ADC. Subject to the laws of the United States,
      the
      State of Delaware and to the Certificate of Incorporation and the By-Laws of
      the
      Company, the Bank which arranged for shares of the Company to be traded in
      Austria, as well as the Company are obliged to see to it that each
      Certificate-Holder is able to vote on the basis of a voting proxy issued by
      OeKB
      without having to re-register the Shares for the time of the general meeting.
      

    


    The
      costs
      for voting procedures described above are to be borne by the Certificate Holder
      via his deposit bank. 

    


    
      
        
        

      

      
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              4.

            	
              If
                the ADC is at any time subject to any taxes, fees and/or duties,
                the
                Certificate Holder shall bear these taxes, fees and/or duties in
                respect
                of the Certificates of same via his deposit
                bank.

            


    

    


    
      	 	
              OeKB
                shall, at any time, be entitled to charge a Certificate Holder via
                his
                deposit bank rateably all taxes, fees and/or duties to which OeKB
                may be
                subject, due to the fact that it holds the
                Shares.

            


    

    


    
      	
              5.

            	
              If
                other securities, other property or rights should replace the Shares
                in
                the event of a change in capital or due to a merger, conversion,
                change of
                name, or for any other reason, the right of a Certificate Holder
                to obtain
                Shares shall be converted into the right to obtain such replacements.
                The
                Conditions of the ADC shall then apply mutatis mutandis to any new
                or
                replacement certificates.

            


    

    


    
      	
              6.

            	
              CSD
                shall be entitled to replace the Custodian by another institution
                of the
                same standing. 

            


    

    

      
        	
                7.

              	
                OeKB
                  undertakes that all relevant information relating to the Shares
                  received
                  by competent sources shall be forwarded via the CSD according to
                  its
                  General Terms and Conditions to the Certificate Holder via his
                  deposit
                  bank. 

              


      


      
        	
                8.

              	
                All
                  Certificate Holders shall bear jointly all economic and legal risks
                  and
                  losses in respect of Shares held by OeKB or its agent due to, e.g.,
                  market
                  and exchange rate changes, as well as to acts of God. OeKB shall
                  not be
                  liable for damages which arise outside its sphere of influence,
                  caused by
                  disruptions over which it has no control, be it of its own operations
                  or
                  of the services it uses to fulfill its obligations.
                  

              


      

      


      
        	
                9.

              	
                If
                  a provision of the Conditions is or shall become entirely or partially
                  invalid or unenforceable, the other provisions shall remain valid.
                  An
                  invalid or unenforceable provision shall be replaced by a valid
                  and
                  enforceable provision which meets the purposes of these
                  Conditions.

              


      

       

    

    
      	
              10.

            	
              All
                relations between the Certificate Holder and OeKB are governed by
                the laws
                of Austria. Exclusive place of jurisdiction is
                Vienna.

            


    

    


    
      
        
        

      

      
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              11.

            	
              Amendments
                by OeKB to the Conditions are only permitted if the rights of the
                Certificate Holder are not prejudiced, except in the event that the
                amendment be required due to
                amendments

            


    

    
      	(i)  	
              either
                of mandatory statutory law

            


    

     
      (ii) or
      of the
      Certificate of Incorporation of the Company.

    


    
      	
              12.

            	
              If
                deemed reasonable by OeKB and neither prohibited by the Certificate
                of
                Incorporation and the By-Laws nor under the laws governing the Company,
                OeKB shall procure the entry of an agent on its behalf in the register
                of
                shareholders of the Company and/or on the
                Shares.

            


    

    
      
         

        
          	
                  13.

                	
                  OeKB
                    shall not exercise any rights accruing to OeKB on account of
                    the Shares
                    credited at any given time to the account of the CSD with the
                    Custodian,
                    including but not limited to any purchase rights pursuant to
                    the Rights
                    Agreement between the Company and American Securities Transfer
                    and Trust,
                    Inc., dated April 29, 1999, but shall, upon receipt of notification
                    of any
                    such rights, forward such notification and all related materials
                    to those
                    Certificate Holders who held Certificates on the record date
                    for such
                    rights via their deposit banks. Such Certificate Holders shall
                    be entitled
                    to provide via their deposit banks instructions as to the exercise
                    of such
                    rights for the number of Shares represented by the Certificates
                    held by
                    such Certificate Holders, and OeKB shall instruct the Custodian
                    via the
                    CSD on the exercise of any and all such rights in accordance
                    with
                    instructions received by OeKB from the Certificate Holders. Total
                    costs
                    upon exercise of any such rights will be charged to the Certificate
                    Holders via their deposit
                    banks.

                


        

      

    

     

    
      	
              14.

            	
              Whenever
                the Company shall elect to redeem Shares in accordance with Article
                FOURTH
                Section D of the Company’s Certificate of Incorporation, the Company shall
                deliver written notice to OeKB or its agent, with copy to OeKB, of
                the
                number of Shares to be so redeemed and the Certificate Holder(s)
                subject
                to such redemption (including the CSD participant through which the
                Certificate Holder holds the Certificates and his securities account
                with
                such CSD participant), which notice shall be accompanied by a certificate
                from the Company stating that such redemption is in accordance with
                the
                provisions of the Certificate of Incorporation. On the date of such
                redemption, provided that the Company shall then have paid in full
                to
                CSD’s cash account with the Custodian the redemption price of the Shares
                to be redeemed, the Custodian shall deliver such redemption price
                to OeKB,
                and OeKB shall deliver 

            


    

    

 

    
      
        
        

      

      
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      such
        redemption price via CSD and the deposit banks to the affected Certificate
        Holder(s), cancel their Certificates, and reduce the ADC accordingly. The
        Custodian shall, upon delivery of the redemption price to OeKB, deliver the
        redeemed Shares to the Company for cancellation and make arrangements for
        the
        issuance of a replacement certificate for the remaining amount of Shares
        to be
        issued in the name of OeKB or its agent.



    
      	
              15.

            	
              In
                connection with the exercise of any rights of Certificate-Holders
                under
                the Conditions, the Custodian and OeKB are entitled to require
                Certificate-Holders to file documents, execute certificates, make
                representations and warranties and provide any other information
                required
                via their deposit banks.

            


    

    


    
      	
              16.

            	
              OeKB
                is entitled to terminate the ADC upon six months prior notice and
                wind it
                up so that the Certificate Holders will then avail of shares of common
                stock in an amount corresponding to the amount of Certificates previously
                held by them. At the end of the termination period such trustee will,
                subject to any other agreement, be registered instead of OeKB or
                OeKB’s
                agent on the Shares which is generally registered for the shares
                to make
                the Shares fungible with the shares.


            


    

    


    
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