EX-11.08 9 doc8.txt AMENDMENT CCI/FOCUS Adjustment / Amendment No. 1 to Management Agreement ---------------------------------------------------- This Adjustment / Amendment No. 1 is made on this day of October 11, 2001 to the MANAGEMENT AGREEMENT ("Agreement") dated March 1, 2001, by and between CENTURY CASINOS, INC., a Delaware corporation ("Company"), and FLYFISH CASINO CONSULTING AG, a Swiss corporation ("Consultant"). Adjustment / Amendment to Article 5.3 (a) (ii): ------------------------------------------------------ The Company and Consultant hereby agree to delete the definition of "Change of Control" as used in Article 5.3 (a) (ii) of the Agreement in its entirety and replace it with the following: "Change of Control" as used herein shall mean: (a) any person or entity (not affiliated with the Consultant or Mr. Erwin Haitzmann) becoming the beneficial owner of a majority of the voting rights of the Company's then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company's Stock Rights Agreement, as amended from time to time; (c) the replacement during any two calendar years of half or more of the existing Board of Directors of the Company; (d) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be Director(s) by the Company's Board of Directors before any Change of Control; (e) Mr. Peter Hoetzinger is no longer Vice Chairman and President of the Company, unless because of his death or permanent disability; (f) holders of the Company's securities approve a merger, consolidation or liquidation of the Company." Agreed to and accepted by: CENTURY CASINOS, INC., FLYFISH CASINO CONSULTING AG, A Delaware corporation a Swiss corporation By: /s/Dinah Corbaci By: /s/Werner Stocker Member, Compensation Committee Chairman of the Board By: /s/Peter Hoetzinger Member, Compensation Committee 1