Newcastle Loan Agreement


    Exhibit
      10.175

    CONFIRMATION
      OF LOAN

    NEDBANK                                                                            

    Ltd Reg No 1951/000009/06

      
        

      

    

    To:
      NEDBANK (“the bank”)

    


    
      	1.  	
              I/We
                hereby confirm that the bank shall lend to me/us the sum specified
                in the
                schedule hereto for which sum I/we shall be truly and lawfully indebted
                to
                the bank.

            


    

    


    
      	2.  	
              The
                bank shall effect periodic payments of the loan to me/us or to a
                third
                party on my/our behalf and on my/our
                instructions.

            


    

    


    
      	3.  	
              Unless
                the word “fixed” appears next to the word “interest” in the schedule
                hereto, the rate shown in the schedule may, at the bank’s sole discretion
                and at any time from the date of this confirmation, or from time
                to time,
                be increased or decreased by the bank, provided that if the rate
                increased, the bank shall give me/us notice to that effect. The unpaid
                balance of the loan and the unpaid repayments shall be increased
                or
                decreased in response to any such increase or
                decrease.

            


    

    


    
      	4.  	
              Interest
                shall accrue from the day on which the bank effects the first of
                the
                periodic payments on the amount of that payment and on the subsequent
                payments from the day on which such payments are effected by the
                bank on
                the increased amount paid by the
                bank.

            


    

    


    
      	5.  	
              The
                loan together with interest thereon, as stipulated in the schedule
                hereto,
                shall be repaid by me/us in the number of monthly installments, as
                specified in the schedule hereto, commencing during the first month
                after
                which the bank effects the final of the periodic payments referred
                to in
                paragraph 2 hereof and thereafter on the basis set forth in the schedule
                hereto.

            


    

    


    
      	6.  	
              Once
                the bank has effected the final payment in respect of the loan to
                me/us or
                a third person on my/our behalf in terms of my/our instructions and
                the
                bank is in a position to calculate the finance charges and the amount
                of
                the monthly installments payable by me/us in respect of the loan,
                I/we
                hereby irrevocably and in rem suam bind myself/ourselves to the bank
                to
                enter into and sign an agreement with the bank when called upon to
                do so
                in respect of the aforementioned loan. The agreement shall be in
                the
                standard form used by the bank at that
                time.

            


    

    


    
      	7.  	
              This
                confirmation of loan is irrevocable and I/we shall not be entitled
                to
                withdraw any of the undertakings made herein without the prior written
                consent of the bank.

            


    

    


    
      	8.  	
              The
                bank shall at its sole discretion before effecting payment of the
                loans as
                contemplated in paragraph 2 above be entitled to withdraw from this
                transaction should any unreasonable delay occur in completion of
                the
                formalities or should anything occur which in the bank’s opinion makes it
                undesirable to proceed with this
                transaction.

            


    

    


    
      	9.  	
              Should
                the bank exercise the right of withdrawal in terms of paragraph 8
                hereof
                then, irrespective of the cause or reason for such withdrawal, I/we
                shall
                reimburse the bank on demand with the total of all amounts disbursed
                by
                the bank at its sole discretion and in addition shall pay interest
                at the
                annual rate reflected in the schedule hereto on such amounts. Such
                interest shall accrue from the actual date on which the bank made
                these
                disbursements until the date of
                reimbursement.

            


    

    


    
      	10.  	
              In
                the event of the bank withdrawing from the transaction subsequent
                to
                having made any periodic payment as contemplated in paragraph 2 hereof
                then and in that event the amount paid out by the bank, plus any
                costs and
                expenses incurred by the bank and interest due on such amount, shall
                be
                payable by me/us to the bank on demand.


            


    

    


    
      	11.  	
              All
                costs and expenses of whatever nature incurred by the bank (including
                attorney and client costs) as a direct or indirect consequence of
                my/our
                breach of contract shall be payable by me/us on
                demand.

            


    

    


    
      	12.  	
              I/We
                hereby choose domicilium
                citandi et executandi
                for all purposes hereof at the address shown in this confirmation
                or such
                other address as I/we might subsequently advise the bank in
                writing.

            


    

    


    
      	13.  	
              Without
                prejudice to the bank’s right to institute proceedings in any division of
                the Supreme Court having jurisdiction I/we agree and consent that,
                notwithstanding that the amount of any claim hereunder might exceed
                the
                jurisdiction of any magistrate’s court having jurisdiction over me/us, the
                bank shall be entitled to institute proceedings in such magistrate’s
                court.

            


    

    


    
      	14.  	
              A
                certificate under the hand of any manager of the bank (whose status
                need
                not be proved) shall be sufficient proof per se of the amount owing
                by
                me/us to the bank at any material stage hereof and I/we hereby agree
                that
                such certificate may be used by the bank for purposes of obtaining
                provisional sentence or summary judgement
                hereunder.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	15.  	
              Securities
                to be provided:

            


    

    


    
      	a.  	
              Guarantees
                of

            


    

        General
      deed of surety limited to R50 000 000, including cession of loan funds, by
      Century Casinos Africa (Pty) Ltd

        General
      deed of surety limited to R20 000 000, including cession of loan funds, by
      Winlen Casino Operators (Pty) Ltd

    


    
      	b.  	
              Collateral
                in the form of

            


    

        Registration
      of a first covering bond of R50 000 000 over erf 15450, Newcastle,
      KZN

        Registration
      of a
      notarial bond of R10 000 000 over all moveable assets of Balele Leisure (Pty)
      Ltd

        

        Pledge
      by
      Century Casinos Africa (Pty) Ltd of all issued shares in Balele Leisure (Pty)
      Ltd

        Pledge
      by
      Winlen Casino Operators (Pty) Ltd of all issued shares in Balele Leisure (Pty)
      Ltd 

    


    


    SCHEDULE

    


    LOAN
      AMOUNT     R50
      000
      000

    


    INTEREST         9,50%  
subject
      to the provision of paragraph 3 hereof

    


    PAYABLE
      BY WAY OF   R1
      050
      093-07 
Monthly
      installments 

    


    


    Signed
      at
CALEDON
      on
      20/07/2006

    


    
      	
              Witnesses

            	
              Proposer

            
	
              1.
                /s/ Morme Rossouw

            	 
	
              2.
                /s/ Rache Groenewand

            	
              /s/
                Christian Gernert

            


    

    


    


    Proposer’s
      name    Balele
      Leisure (Pty) Ltd    

    


    Proposer’s
      address   116
      Drakensberg Street, Newcastle,   

    


    


    We
      accept
      the aforegoing confirmation of loan on the terms and conditions set out
      herein.

    


    /s/
      Morme Rossouw  

    For
      and
      on behalf of Nedbank