Wells Fargo Seventh Amendment - Womacks


    Exhibit
      10.2

    SEVENTH
      AMENDMENT TO

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    THIS
      SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Seventh Amendment")
      is made and entered into as of the 28th
      day
      February, 2007, by and among WMCK VENTURE CORP., a Delaware corporation, CENTURY
      CASINOS CRIPPLE CREEK, INC., a Colorado corporation and WMCK ACQUISITION CORP.,
      a Delaware corporation (collectively the "Borrowers"), CENTURY CASINOS, INC.,
      a
      Delaware corporation (the "Guarantor") and WELLS FARGO BANK, National
      Association, as Lender and L/C Issuer and as the administrative and collateral
      agent for the Lenders and L/C Issuer (herein in such capacity called the "Agent
      Bank" and, together with the Lenders and L/C Issuer, collectively referred
      to as
      the "Banks").

    


    R_E_C_I_T_A_L_S:

    WHEREAS:

     

    A.  Borrowers,
      Guarantor and Banks entered into an Amended and Restated Credit Agreement dated
      as of April 21, 2000, as amended by First Amendment to Amended and Restated
      Credit Agreement dated as of August 22, 2001, by Second Amendment to
      Amended and Restated Credit Agreement dated as of August 28, 2002, by Third
      Amendment to Amended and Restated Credit Agreement dated as of October 27,
      2004,
      by Fourth Amendment to Amended and Restated Credit Agreement dated as of
      September 23, 2005, by Fifth Amendment to Amended and Restated Credit dated
      as of December 6, 2005, and by Sixth Amendment to Amended and Restated Credit
      Agreement dated as of October 31, 2006 (collectively, the "Existing Credit
      Agreement").

     

    B.  For
      the
      purpose of this Seventh Amendment, all capitalized words and terms not otherwise
      defined herein shall have the respective meanings and be construed herein as
      provided in Section 1.01 of the Existing Credit Agreement and any reference
      to a provision of the Existing Credit Agreement shall be deemed to incorporate
      that provision as a part hereof, in the same manner and with the same effect
      as
      if the same were fully set forth herein.

     

    C.  Borrowers
      desire to further amend the Existing Credit Agreement for the purpose of
      extending the Maturity Date from December 31, 2007 to December 31,
      2008.

     

    D.  Lender
      is
      willing to amend the Existing Credit Agreement for the purposes described
      hereinabove, subject to the terms and conditions which are hereinafter set
      forth.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      NOW,
        THEREFORE, in consideration of the foregoing and other good and valuable
        considerations, the receipt and sufficiency of which are hereby acknowledged,
        the parties hereto do agree to the amendments and modifications to the Existing
        Credit Agreement in each instance effective as of the Seventh Amendment
        Effective Date, as specifically hereinafter provided as
        follows:

    

     

    1.  Definitions.
      Section 1.01 of the Existing Credit Agreement entitled "Definitions" shall
      be and is hereby amended to include the following definitions. Those terms
      which
      are currently defined by Section 1.01 of the Existing Credit Agreement and
      which are also defined below shall be superseded and restated by the applicable
      definition set forth below:

        

        "Credit
      Agreement" shall mean the Existing Credit Agreement as amended by the Seventh
      Amendment, together with all Schedules, Exhibits and other attachments thereto,
      as it may be further amended, modified, extended, renewed or restated from
      time
      to time.

        

        "Existing
      Credit Agreement" shall have the meaning set forth in Recital Paragraph A
      of the Seventh Amendment.

     

        "Maturity
      Date" shall mean December 31, 2008.

     

        "Seventh
      Amendment" shall mean the Seventh Amendment to Amended and Restated Credit
      Agreement.

        

        "Seventh
      Amendment Effective Date" shall mean February 28, 2007, subject to the
      occurrence of each of the conditions precedent set forth in Paragraph 3 of
      the Seventh Amendment.

     

    2.  Extension
      of Maturity Date.
      As of
      the Seventh Amendment Effective Date, the definition of "Maturity Date" shall
      be
      and is hereby modified as set forth in the definition of Maturity Date contained
      in the Seventh Amendment.

     

    3.  Conditions
      Precedent to Seventh Amendment Effective Date.
      The
      occurrence of the Seventh Amendment Effective Date is subject to Agent Bank
      having received the following documents and payments, in each case in a form
      and
      substance reasonably satisfactory to Agent Bank, and the occurrence of each
      other condition precedent set forth below on or before February 28,
      2007:

     

        a.  Due
      execution by Borrowers, Guarantor and Agent Bank of three (3) duplicate
      originals of this Seventh Amendment;

     

        b.  Reimbursement
      to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses
      incurred by Agent Bank in connection with the Seventh Amendment, including,
      but
      not limited to, reasonable attorneys' fees of Henderson & Morgan, LLC and
      all other like expenses remaining unpaid as of the Seventh Amendment Effective
      Date; and

        c.  Such
      other documents, instruments or conditions as may be reasonably required by
      Lenders.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

       

     

    4.  Representations
      of Borrowers.
      Borrowers hereby represent to the Banks that:

     

        a. 
The representations
      and warranties contained in Article IV of the Existing Credit Agreement and
      contained in each of the other Loan Documents (other than representations and
      warranties which expressly speak only as of a different date, which shall be
      true and correct in all material respects as of such date) are true and correct
      on and as of the Seventh Amendment Effective Date in all material respects
      as
      though such representations and warranties had been made on and as of the
      Seventh Amendment Effective Date, except to the extent that such representations
      and warranties are not true and correct as a result of a change which is
      permitted by the Credit Agreement or by any other Loan Document or which has
      been otherwise consented to by Agent Bank;

     

        b.    
Since
      the
      date of the most recent financial statements referred to in Section 5.08 of
      the
      Existing Credit Agreement, no Material Adverse Change has occurred and no event
      or circumstance which could reasonably be expected to result in a Material
      Adverse Change or Material Adverse Effect has occurred;

     

        c.  No
      event
      has occurred and is continuing which constitutes a Default or Event of Default
      under the terms of the Credit Agreement; and

     

        d.  The
      execution, delivery and performance of this Seventh Amendment has been duly
      authorized by all necessary action of Borrowers and Guarantor and this Seventh
      Amendment constitutes a valid, binding and enforceable obligation of Borrowers
      and Guarantor.

     

    5.  Consent
      to Seventh Amendment and Affirmation and Ratification of
      Guaranty.
      Guarantor joins in the execution of this Seventh Amendment for the purpose
      of
      evidencing its consent to the terms, covenants, provisions and conditions herein
      contained and contained in the Existing Credit Agreement. Guarantor further
      joins in the execution of this Seventh Amendment for the purpose of ratifying
      and affirming its obligations under the Continuing Guaranty for the guaranty
      of
      the full and prompt payment and performance of all Indebtedness and Obligations
      under the Credit Facility, as modified and amended under this Seventh
      Amendment.

     

    6.  Incorporation
      by Reference.
      This
      Seventh Amendment shall be and is hereby incorporated in and forms a part of
      the
      Existing Credit Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      7.  Governing
        Law.
        This
        Seventh Amendment to Credit Agreement shall be governed by the internal laws
        of
        the State of Nevada without reference to conflicts of laws
        principles.

    

     

    8.  Counterparts.
      This
      Seventh Amendment may be executed in any number of separate counterparts with
      the same effect as if the signatures hereto and hereby were upon the same
      instrument. All such counterparts shall together constitute one and the same
      document.

     

    9.  Continuance
      of Terms and Provisions.
      All of
      the terms and provisions of the Existing Credit Agreement shall remain unchanged
      except as specifically modified herein.

     

    
       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment
        as of
        the day and year first above written.

    

    


    
      	 	
              BORROWERS:

               

              WMCK
                VENTURE CORP.,

              a
                Delaware corporation

               

               

              By
                /s/ Larry Hannappel     

              Larry
                Hannappel,

              President

            
	 	
              CENTURY
                CASINOS CRIPPLE

              CREEK,
                INC.,

              a
                Colorado corporation

               

               

              By
                /s/ Larry Hannappel     

              Larry
                Hannappel,

              President

            
	 	
              WMCK
                ACQUISITION

              CORP.,
                a Delaware

              corporation

               

               

              By
                /s/ Larry Hannappel     

              Larry
                Hannappel,

              President

            
	 	
               

              GUARANTOR:

               

              CENTURY
                CASINOS, INC.,

              a
                Delaware corporation

               

               

              By
                /s/ Larry Hannappel     

              Larry
                Hannappel,

              Senior
                Vice President

            
	 	
               

              BANKS:

               

              WELLS
                FARGO BANK,

              National
                Association,

              Agent
                Bank, Lender and

              L/C
                Issuer

               

               

              By
                /s/ Greg Rossiter     

              Greg
                Rossiter,

              Vice
                President