Tollgate Credit Agreement - Second Amendment


     

    Exhibit
      10.1


    SECOND
      AMENDMENT TO CREDIT AGREEMENT

    


    THIS
      SECOND AMENDMENT TO CREDIT AGREEMENT ("Second Amendment") is made and entered
      into as of the 28th
      day of
      February, 2007, by and among CC TOLLGATE LLC, a Delaware limited liability
      company (hereinafter sometimes referred to as "Tollgate" and at other times
      hereinafter referred to as the "Borrower"), WELLS FARGO BANK, National
      Association, MARSHALL BANKFIRST CORP., a Minnesota corporation, and ORIX
      COMMERCIAL FINANCE, LLC, a Delaware limited liability company, formerly known
      as
      ORIX Financial Services, Inc., a New York corporation (each individually a
      "Lender" and collectively the "Lenders"), WELLS FARGO BANK, National
      Association, as the issuer of letters of credit (in such capacity, together
      with
      its successors and assigns, the "L/C Issuer") and WELLS FARGO BANK, National
      Association, as 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.  Borrower
      and Banks entered into a Credit Agreement dated as of November 18, 2005, as
      amended by First Amendment to Credit Agreement dated as of June 28, 2006
      (collectively, the "Existing Credit Agreement").

     

    B.  For
      the
      purpose of this Second 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.  Borrower
      has represented that it intends to make a principal prepayment on the C/T Loan
      in the amount of Ten Million Dollars ($10,000,000.00) and to reduce the Funded
      RLC Outstanding to zero ($0.00). Based on the reduction of the Funded C/T
      Outstandings to Twenty-Two Million Five Hundred Thousand Dollars
      ($22,500,000.00) and the Borrower's commitment to reduce the Funded RLC
      Outstandings to zero ($0.00), Borrower has requested the following additional
      amendments and modifications to the Credit Agreement:

        

        (i) revision
      of the C/T Loan Reduction Schedule;

     

        (ii) adding
      a
      requirement for delivery to Lenders of the monthly market share
      reports;

        

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        (iii) amendment
      of the definitions of Adjusted Fixed Charge Coverage Ratio and Maintenance
      Capital Expenditures;

        

        (iv) modification
      of the covenant requirements for the Adjusted Fixed Charge Coverage Ratio
      (Section 6.03), Senior Leverage Ratio (Section 6.02), Limitation on
      Indebtedness (Section 6.05) and Restriction on Distributions
      (Section 6.06);

     

       (v) elimination
      of the Total Leverage Ratio Covenant (Section 6.01), the Minimum Annualized
      EBITDAM (Section 6.04) and the requirements for the payment of Excess Cash
      Flow
      Payments (Section 2.03(e)); and

     

        (vi) requiring
      the
      issuance of date down indorsements to the Title Insurance Policy in place of
      the
      final 101.6 and 101.2 indorsements which are required by Section 9.21 of the
      Existing Credit Agreement and by the definition of Completion Date in Section
      1.01 of the Existing Credit Agreement.

     

    D.  Banks
      have agreed to amend the Existing Credit Agreement as set forth in the preceding
      recital paragraph subject to the terms, conditions and provisions set forth
      in
      this Second Amendment.

     

    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 Second 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:

        

        "Adjusted
      Fixed Charge Coverage Ratio" as of the end of any fiscal period shall mean
      with
      reference to the Borrower:

       


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
            For
          the
          fiscal period under review the sum of: (i) EBITDAM, less (ii) the
          aggregate amount of actually paid Distributions, including, without limitation,
          all Tax Distributions actually paid, less (iii) the aggregate amount of
          Maintenance Capital Expenditures to the extent not deducted in the determination
          of Net Income or financed from the proceeds of permitted equity or subordinated
          indebtedness provided by CCI or any of its Subsidiaries or financed from
          the
          proceeds of the Revolver, less (iv) the aggregate amount of Management
          Fees paid
          in cash

      

    

     

            Divided
      by

     

    
    

    
      
            The
          sum of:
          (i) actually paid Interest Expense (expensed and capitalized), plus
          (ii) principal payments or reductions (without duplication) required to be
          made on all outstanding Indebtedness, plus (iii) the current portion of
          Capitalized Lease Liabilities, in each case of (i) through (iii) determined
          for
          the fiscal period under review.

      

    

     

        "Completion
      Date" shall mean the date upon which: (a) each of the Construction Projects
      has been completed in substantial accordance and compliance with the Plans
      and
      Specifications and in substantial accordance and compliance with the terms
      and
      conditions of all Governmental Authorities, (b) the Occupancy Date has
      occurred, (c) Title Insurance Company has issued its date down indorsement
      to the Title Insurance Policy showing no liens, claims or encumbrances except
      for Permitted Encumbrances and other items approved by Agent Bank upon the
      consent of Requisite Lenders, (d) the Opening Date has occurred, and (e) each
      other condition applicable to the final release of retainage, as set forth
      in
      Section 9.21, shall have been met, other than with respect to the
      completion of "Punch List" items.

     

        "Compliance
      Certificate" shall mean a compliance certificate as described in
      Section 5.08(c) substantially in the form of "Exhibit F", affixed to
      the Second Amendment and by this reference incorporated herein and made a part
      hereof, which shall fully restate and supersede the "Compliance Certificate"
      affixed as Exhibit F to the Existing Credit Agreement.

     

        "Credit
      Agreement" shall mean the Existing Credit Agreement as amended by the Second
      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.

     

        "C/T
      Loan
      Reduction Schedule" shall mean the C/T Loan Reduction Schedule marked "Schedule
      2.03(d)", affixed to the Second Amendment and by this reference incorporated
      herein and made a part hereof, setting forth the revised Scheduled Term
      Amortization Payments on each Term Payment Date under the C/T Loan occurring
      subsequent to the Second Amendment Effective Date, which revised
      Schedule 2.03(d) shall fully supersede and restate Schedule 2.03(d)
      attached to the Existing Credit Agreement.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        "Maintenance
      Capital Expenditures" shall mean collective reference to expenses and Capital
      Expenditures made to or for the benefit of or for use in connection with the
      Casino Facility which are for the purpose of maintaining, repairing and/or
      replacing existing assets of the Borrower.

     

        "Monthly
      Market Share Report" shall mean reference to the reports prepared substantially
      in the form of the reports marked "Exhibit R", affixed hereto and by this
      reference incorporated herein and made a part hereof.

     

        "Second
      Amendment" shall mean this Second Amendment to Credit Agreement.

     

        "Second
      Amendment Effective Date" shall mean the date upon which each of the conditions
      precedent set forth in Paragraph 12 of the Second Amendment have been fully
      satisfied.

     

        "Term
      Out
      Date" shall mean November 22, 2006.

     

    2.  Reduction
      of the Aggregate Outstandings.

     

        a.  On
      or
      before the Second Amendment Effective Date, Borrower shall cause the Funded
      C/T
      Outstandings to be reduced to Twenty-Two Million Five Hundred Thousand Dollars
      ($22,500,000.00) by making a principal prepayment on the C/T Loan in the amount
      of Ten Million Dollars ($10,000,000.00).

     

        b.  Concurrently
      or substantially concurrent with the Second Amendment Effective Date, Borrower
      intends to cause the Revolving Credit Facility to be fully funded. On or before
      the tenth (10th) Banking Business Day following the Second Amendment Effective
      Date, Borrower shall cause the Funded RLC Outstandings to be reduced to zero
      ($0.00) by making a principal prepayment on the Revolving Credit Facility in
      the
      amount of Two Million Five Hundred Thousand Dollars
      ($2,500,000.00).

     

    3.  Deletion
      of Excess Cash Flow Payments.
      As of
      the Second Amendment Effective Date (a) the definitions of "Excess Cash Flow"
      and "Excess Cash Flow Payments" shall be and are hereby deleted and of no
      further force or effect, (b) Section 2.03 shall be entitled "The C/T
      Note, Interest and Scheduled Amortization", (c) Subsection 2.03(e)
      shall be and is hereby deleted in its entirety, and (d) Subsection 2.03(f)
      shall be and is hereby amended and restated in its entirety as
      follows:

     

        "f. All
      principal prepayments, including Capital Proceeds applied to the C/T Loan under
      Section 8.02(a) and Excess Capital Proceeds under Section 6.12(c) received
      by Agent Bank shall be applied to the last principal sums falling due under
      the
      C/T Loan in the inverse order of maturity."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  Addition
      of Section 5.08(g) - Monthly Market Share Report Requirement.
      As of
      the Second Amendment Effective Date, Section 5.08(g) shall be and is hereby
      added to the Existing Credit Agreement as follows:

     

        "g. Commencing
      on the Second Amendment Effective Date, Borrower shall prepare and deliver
      to
      each of the Lenders, as soon as practicable, and in any event within thirty
      (30)
      days after the end of each calendar month, a Monthly Market Share Report for
      the
      Casino Facility substantially in the form of the Monthly Market Share Report,
      a
      sample of which are affixed hereto as Exhibit R."

     

    5.  Deletion
      of Total Leverage Ratio and Minimum Annualized EBITDAM Covenants.
      As of
      the Second Amendment Effective Date, Section 6.01 of the Existing Credit
      Agreement entitled "Total Leverage Ratio" and Section 6.04 entitled
      "Minimum Annualized EBITDAM" shall be and are hereby deleted in their entirety
      and of no further force or effect.

     

    6.  Restatement
      of Senior Leverage Ratio Covenant.
      As of
      the Second Amendment Effective Date, Section 6.02 of the Existing Credit
      Agreement entitled "Senior Leverage Ratio" shall be and is hereby fully amended
      and restated in its entirety as follows:

     

        "Senior
      Leverage Ratio.
      Commencing as of the Fiscal Quarter ending December 31, 2007 and continuing
      as of each Fiscal Quarter end until Bank
      Facilities
      Termination, the Borrower shall maintain a Senior Leverage Ratio no greater
      than
      the ratios described hereinbelow as of the end of each Fiscal Quarter in
      accordance with the following schedule, to be calculated for a fiscal period
      consisting of each such Fiscal Quarter and the most recently ended three (3)
      preceding Fiscal Quarters on a rolling four (4) Fiscal Quarter
      basis:

     

    
      	
              Fiscal
                Quarter End

            	
              Maximum
                Senior Leverage
                Ratio

            
	
              As
                of the Fiscal Quarters ending December 31, 2007 and March 31,
                2008

            	
              4.25
                to 1.00

            
	
              As
                of the Fiscal Quarters ending June 30, 2008 and September 30,
                2008

            	
              4.00
                to 1.00

            
	
              As
                of the Fiscal Quarters ending December 31, 2008 and March 31,
                2009

            	
              3.75
                to 1.00

            
	
              As
                of the Fiscal Quarters ending June 30, 2009 and September 30,
                2009

            	
              3.50
                to 1.00

            
	
              As
                of the Fiscal Quarters ending December 31, 2009 and March 31,
                2010

            	
              3.25
                to 1.00

            
	
              As
                of the Fiscal Quarters ending June 30, 2010 and September 30,
                2010

            	
              3.00
                to 1.00

            
	
              As
                of the Fiscal Quarters ending December 31, 2010 and March 31,
                2011

            	
              2.75
                to 1.00

            
	
              As
                of the Fiscal Quarters ending June 30, 2011 and September 30,
                2011 and as of each Fiscal Quarter end thereafter occurring until
                Bank
                Facilities Termination

            	
               
                2.50 to 1.00"

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.  Restatement
      of Adjusted Fixed Charge Coverage Ratio Covenant.
      As of
      the Second Amendment Effective Date, Section 6.03 of the Existing Credit
      Agreement entitled "Adjusted Fixed Charge Coverage Ratio" shall be and is hereby
      fully amended and restated in its entirety as follows:

     

        "Section
      6.03. Adjusted
      Fixed Charge Coverage Ratio.
      Commencing as of the Fiscal Quarter ending June 30, 2007 and continuing as
      of each Fiscal Quarter end until Bank
      Facilities
      Termination, the Borrower shall maintain an Adjusted Fixed Charge Coverage
      Ratio
      no less than the ratios described hereinbelow as of the end of each Fiscal
      Quarter in accordance with the following schedule, to be calculated: (i) as
      of the end of the Fiscal Quarter ending June 30, 2007 for a fiscal period
      consisting of that Fiscal Quarter only, (ii) as of the end of the Fiscal Quarter
      ending September 30, 2007 for a fiscal period consisting of the Fiscal
      Quarters ending June 30, 2007 and September 30, 2007 only,
      (iii) as of the end of the Fiscal Quarter ending December 31, 2007 for
      a fiscal period consisting of the Fiscal Quarters ending December 31, 2007,
      September 30, 2007 and June 30, 2007 only, and (iv) as of the end
      of the Fiscal Quarter ending March 31, 2008 and as of each Fiscal Quarter
      end thereafter occurring, for a fiscal period consisting of each such Fiscal
      Quarter and the most recently ended three (3) preceding Fiscal Quarters on
      a
      rolling four (4) Fiscal Quarter basis:

    


    
      	
              Fiscal
                Quarter End

            	
              Minimum
                Adjusted Fixed Charge Coverage

            
	
              As
                of the Fiscal Quarters ending June 30, 2007 and September 30,
                2007

            	
              1.00
                to 1.00

            
	
              As
                of the Fiscal Quarter ending December 31, 2007

            	
              1.50
                to 1.00

            
	
              As
                of the Fiscal Quarter ending March 31, 2008

            	
              1.40
                to 1.00

            
	
              As
                of the Fiscal Quarter ending June 30, 2008

            	
              1.30
                to 1.00

            
	
              As
                of the Fiscal Quarter ending September 30, 2008 and as of each Fiscal
                Quarter end thereafter occurring until Bank Facilities
                Termination

            	
                1.15
                to 1.00"

            


    

     

    8.  Restatement
      of Subsection 6.05(c).
      As of
      the Second Amendment Effective Date, Subsection 6.05(c) of the Existing
      Credit Agreement shall be and is hereby fully amended and restated in its
      entirety as follows:

     

        "c. Secured
      Interest Rate Hedges up to the aggregate amount of Twenty-Two Million Five
      Hundred Thousand Dollars ($22,500,000.00) at any time
      outstanding;".

     

        9.  Restatement
      of Subsection 6.05(g).
      As of
      the Second Amendment Effective Date, Subsection 6.05(g) of the Existing
      Credit Agreement shall be and is hereby fully amended and restated in its
      entirety as follows:

     

        "g. Subordinated
      Debt consisting of the following:

     

            (i) The
      CCVLLC Subordinated Debt. Notwithstanding anything contained in the Payment
      Subordination Agreement executed in connection with the CCVLLC Subordinated
      Note, payments otherwise permitted thereunder may only be made and paid so
      long
      as the Adjusted Fixed Charge Coverage Ratio of the Borrower as of the most
      recently ended Fiscal Quarter would comply with the requirements of Section
      6.03, calculated on a pro forma basis based on the assumption that the proposed
      payment under the CCVLLC Subordinated Note had occurred during the most recently
      ended Fiscal Quarter;

     

            (ii) The
      CCI
      Subordinated Debt;

     

            (iii) Other
      unsecured Indebtedness advanced by CCI (i) that has met the requirements
      contained in the definition of Subordinated Debt, (ii) for which a Payment
      Subordination Agreement has been executed by all applicable Persons;
      and

     

            (iv) No
      Subordinated Debt shall be provided by any Person other than CCI without the
      prior written approval of each of the Lenders."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.  Restatement
      of Restriction on Distributions Covenant.
      As of
      the Second Amendment Effective date, Section 6.06 shall be and is hereby amended
      and restated in its entirety as follows:

     

        "Section
      6.06. Restriction
      on Distributions.
      

     

            a. Borrower
      shall not make any Distributions during any period in which a Default or Event
      of Default has occurred and remains continuing or which would result in a
      Default or Event of Default hereunder; and

     

            b. Commencing
      on the Second Amendment Effective Date, Borrower shall not make any
      Distributions or payments on Subordinated Debt or pay any Management Fees under
      the Management Agreement until Borrower has realized a Senior Leverage Ratio
      less than 3.00 to 1.00 for two (2) consecutive Fiscal Quarters. At such time
      as
      Borrower has realized a Senior Leverage Ratio less than 3.00 to 1.00 for two
      (2)
      consecutive Fiscal Quarters, Borrower may thereafter make Distributions,
      payments on Subordinated Debt (to the extent permitted in the applicable Payment
      Subordination Agreement) and pay Management Fees, so long as the Adjusted Fixed
      Charge Coverage Ratio of the Borrower as of the most recently ended Fiscal
      Quarter would comply with the requirements of Section 6.03, calculated on a
      pro forma basis based on the assumption that the payment of such Distributions,
      Subordinated Debt and/or Management Fees had occurred during the most recently
      ended Fiscal Quarter. Notwithstanding the foregoing provisions as set forth
      in
      this Subsection b, however, Tax Distributions may be made but only to the
      extent that actual tax liability of its members is created on the taxable income
      of the Borrower."

     

    11.  Restatement
      of Section 9.21.
      As of
      the Second Amendment Effective Date, Section 9.21 of the Existing Credit
      Agreement shall be and is hereby amended and restated in its entirety as
      follows:

     

        "Section
      9.21.    Disbursement
      of Retainage.
      Lenders
      shall retain (collectively the "Retainage") from the gross amount approved
      for
      each Construction Disbursement for Hard Costs made from the proceeds of the
      C/T
      Loan (i) five percent (5%) of the General Contractor’s portion of such
      Construction Disbursement, and (ii) ten percent (10%) of the portions of
      such Construction Disbursement relating to labor, materials and services
      provided by each Subcontractor until fifty percent (50%) of the Hard Cost
      component of the Lender's Disbursement Budget has been expended for work
      performed and has been verified by Lenders' Consultant as substantially in
      compliance with the Construction Documentation. Thereafter, so long as no Event
      of Default shall have occurred and be continuing, no further Retainage shall
      be
      retained from Construction Disbursements thereafter made unless Agent Bank
      is
      otherwise instructed by Borrower. Retainage withheld by Lenders from the
      proceeds of the C/T Loan shall not bear interest and shall be deemed not
      disbursed under the C/T Loan until released as provided hereinbelow.
      Notwithstanding the foregoing, upon the written request of Borrower, Lenders
      agree to release all Retainage for construction costs relating to any
      subcontractor at such time as the respective work of such subcontractor is
      one
      hundred percent (100%) complete, verified to be in substantial compliance with
      the Construction Documentation by Lenders' Consultant and upon such additional
      conditions and requirements as may be required by Agent Bank, to Agent Bank's
      reasonable satisfaction including, without limitation, final lien releases
      and
      other evidence that such work will be, with the release of such retention,
      fully
      paid. All remaining funds held for Retainage by Lenders shall be released (the
      "Retainage Release Date") upon the written request of Borrower, at such time
      as:

     

            a. The
      Completion Date has occurred with only "Punch List" items remaining to be
      completed which do not materially impair the ability of Borrower to occupy
      and
      operate the Construction Projects for their intended purpose, no single item
      exceeding a completion cost in excess of Twenty-Five Thousand Dollars
      ($25,000.00) and the aggregate of such "Punch List" items not exceeding Two
      Hundred Fifty Thousand Dollars ($250,000.00) in substantial compliance with
      the
      Plans and Specifications and the terms and requirements of all Governmental
      Authorities, including, without limitation, substantial compliance with the
      Americans with Disabilities Act, substantial compliance with which shall be
      certified to the best knowledge of the Architect, after due inquiry and
      investigation;

     

            b. The
      lien
      period for the Construction Projects have expired or all liens have been removed
      and Title Insurance Company has issued a date down indorsement to the Title
      Insurance Policy showing no liens, claims or encumbrances except for Permitted
      Encumbrances and other items approved by Agent Bank upon the consent of
      Requisite Lenders;

     

            c. Each
      of
      the Construction Projects have been accepted by Borrower as substantially
      complete and certified substantially completed and the "Punch List" shall be
      prepared by the Architect and the General Contractors, and approved by the
      Lenders' Consultant after an inspection which shall be made within ten (10)
      days
      following the Completion Date;

     

             d. Each
      of
      the General Contractors have made a satisfactory account that all payments
      required under their respective General Contractor Agreements and Borrower
      has
      made a satisfactory account that all other Hard Costs shown on the Borrower
      Construction Budget and all Soft Costs have been paid in full, with the
      exception of the unreleased Retainage, including, but not by way of limitation,
      all material and labor costs and have delivered copies of all lien releases
      to
      Agent Bank and have certified that no claims with respect to the Construction
      Projects remain outstanding, including any claims which might give rise to
      a
      lien or liens against the Construction Projects, except for work described
      in
      the "Punch List" or as to which Borrower is contesting the validity or
      amount;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            e. The
      Occupancy Date shall have occurred and a copy of the temporary or final
      certificate of occupancy (if temporary, Borrower agrees to promptly deliver
      a
      copy of the final certificate of occupancy to Agent Bank when received by
      Borrower) has been issued to Borrower by the appropriate Governmental Authority
      and a copy thereof delivered to Agent Bank and Borrower has taken beneficial
      occupancy of each of the Construction Projects, including, without limitation,
      all public areas which shall be open for the use and occupancy by the public;
      and

    


            f. Borrower
      has delivered an "as-built" survey of the Construction Projects and an
      "as-built" set of plans and specifications of the Construction Projects
to
      Agent Bank.

    


            From
      the amounts
      released as provided hereinabove, one hundred fifty percent (150%) of the
      Architect and Agent Bank's reasonable estimate of the cost of completing the
      "Punch List" shall be withheld. Such amounts shall be released monthly upon
      Construction Disbursement Request submitted by Borrower. Within forty-five
      (45)
      days following the Retainage Release Date, Borrower shall (i) certify
      completion of the "Punch List", and (ii) cause Title Insurance Company to issue
      its final 100 and 103.3 indorsements, and a date down indorsement to the Title
      Insurance Policy, each showing no Liens, claims or encumbrances on the Real
      Property except for Permitted Encumbrances and other items approved by Agent
      Bank upon consent of Requisite Lenders."

     

    12.  Conditions
      Precedent to Second Amendment Effective Date.
      The
      occurrence of the Second Amendment Effective Date is subject to Agent Bank
      having received the following, 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 March 2, 2007:

     

        a.  due
      execution by Borrower and Banks of four (4) duplicate originals of this Second
      Amendment;

     

        b.  reduction
      of the Funded C/T Outstandings to an amount no greater than Twenty-Two Million
      Five Hundred Thousand Dollars ($22,500,000.00);

     

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

     

        d.  due
      execution by Borrower of a Subordinated Promissory Note payable to the order
      of
      CCI evidencing a subordinated loan in the amount of Twelve Million Five Hundred
      Thousand Dollars ($12,500,000.00), the execution and delivery by CCI and
      Borrower of a Payment Subordination Agreement in favor of Agent Bank and the
      funding of such subordinated loan by CCI to Borrower in the amount of Twelve
      Million Five Hundred Thousand Dollars ($12,500,000.00); and

     

        e.  such
      other documents, instruments or conditions as may be reasonably required by
      Lenders.

     

    13.  Representations
      of Borrower.
      Borrower hereby represents 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 Second Amendment Effective Date in all
      material respects as though such representations and warranties had been made
      on
      and as of the Second 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 Lender;

     

        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 has occurred;

     

        c.  after
      giving effect to the Second Amendment, 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 Second Amendment has been duly
      authorized by all necessary action of Borrower and this Second Amendment
      constitutes a valid, binding and enforceable obligation of
      Borrower.

     

    14.  Affirmation
      and Ratification of Continuing Guaranty.
      CCI
      joins in the execution of this Second 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 of Borrower's Indebtedness and
      Obligations under the Bank Facilities and each of the Loan Documents as modified
      pursuant to the Second Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    16.  Governing
      Law.
      This
      Second Amendment shall be governed by the internal laws of the State of Nevada
      without reference to conflicts of laws principles.

     

    17.  Counterparts.
      This
      Second 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.

     

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

     

    19.  Replacement
      Schedules Attached.
      The
      following replacement Schedules are attached hereto and incorporated herein
      and
      made a part of the Credit Agreement as follows:

            

            Schedule
      2.03(d) -
      C/T Loan Reduction Schedule

     

    20.  Replacement
      Exhibit Attached.
      The
      following replacement Exhibit is attached hereto and incorporated herein and
      made a part of the Credit Agreement as follows:

     

            Exhibit
      F -
      Compliance Certificate - Form

        

            Exhibit
      R - Monthly
      Market Share Report - Sample

     

    IN
      WITNESS WHEREOF, Borrower and Agent Bank (acting on behalf of the Lenders
      pursuant to Section 11.11 of the Credit Agreement) have executed this
      Second Amendment as of the day and year first above written.

    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE,INC.,

                 a
                Delaware
                corporation,

                 its
                Managing
                Member

               

              By 
                /s/ Larry Hannappel 

              Larry
                Hannappel,

              CEO
                and Secretary

            
	 	
               

              GUARANTOR:

               

              CENTURY
                CASINOS, INC.,

              a
                Delaware corporation

               

               

              By
                /s/ Larry Hannappel      

              Larry
                Hannappel,

              Senior
                Vice President

            
	 	
               

              AGENT
                BANK:

               

              WELLS
                FARGO BANK,

              National
                Association,

              Agent
                Bank, on behalf of the 

              Lenders
                and L/C Issuer

               

               

              By/s/
                Ryan Edde

              Ryan
                Edde,

              Vice
                President 

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.03(d)

    TO

    SECOND
      AMENDMENT

    
      	
               

              C/T
                LOAN REDUCTION SCHEDULE

               

            
	
              TERM
                PAYMENT DATE

            	
              SCHEDULED
                TERM AMORTIZATION PAYMENTS

            
	
              December
                31, 2007

            	
              $
                600,000.00    

            
	
              March
                31, 2008

            	
              600,000.00

            
	
              June
                30, 2008

            	
              600,000.00

            
	
              September
                30, 2008

            	
              600,000.00

            
	
              December
                31, 2008

            	
              600,000.00

            
	
              March
                31, 2009

            	
              600,000.00

            
	
              June
                30, 2009

            	
              600,000.00

            
	
              September
                30, 2009

            	
              600,000.00

            
	
              December
                31, 2009

            	
              600,000.00

            
	
              March
                31, 2010

            	
              600,000.00

            
	
              June
                30, 2010

            	
              600,000.00

            
	
              September
                30, 2010

            	
              600,000.00

            
	
              December
                31, 2010

            	
              600,000.00

            
	
              March
                31, 2011

            	
              600,000.00

            
	
              June
                30, 2011

            	
              600,000.00

            
	
              September
                30, 2011

            	
              600,000.00

            
	
              November
                22, 2011

            	
              Entire
                unpaid balance

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    TO

    SECOND
      AMENDMENT

     

    


    COMPLIANCE
      CERTIFICATE

    (First
      Restated)

    


    


    TO:  WELLS
      FARGO BANK, National Association,

    as
      Agent
      Bank

     

    Reference
      is made to that certain Credit Agreement, dated as of November 18, 2005, as
      amended by First Amendment to Credit Agreement dated as of June 28, 2006
      and as amended by Second Amendment to Credit Agreement dated as of
      February 28, 2007 (as may be further amended, supplemented or otherwise
      modified from time to time, the "Credit Agreement"), by and among CC
      TOLLGATE LLC, a Delaware limited liability company (the
      "Borrower"), the Lenders therein named (each, together with their respective
      successors and assigns, individually being referred to as a "Lender" and
      collectively as the "Lenders"), WELLS FARGO BANK, National Association, as
      the
      issuer of Letters of Credit (herein, in such capacity, called the "L/C Issuer")
      and WELLS FARGO BANK, National Association, as 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"). Terms defined in the Credit Agreement and not
      otherwise defined in this Compliance Certificate ("Certificate") shall have
      the
      meanings defined and described in the Credit Agreement. This Certificate is
      delivered in accordance with Section 5.08(c) of the Credit
      Agreement.

     

    The
      period under review is the Fiscal Quarter ended    [INSERT
      DATE] ,
      together with, unless otherwise indicated, the three (3) immediately preceding
      Fiscal Quarters on a rolling four (4) Fiscal Quarter basis.

    


    I.

    


    COMPLIANCE
      WITH AFFIRMATIVE COVENANTS

    


    
      	
              A. FF&E
                (Section 5.01): Please state whether or not all FF&E has been
                purchased and installed in the Casino Facility free and clear of
                all
                liens, encumbrances or claims, other than Permitted
                Encumbrances.

            	
               

                          yes/no        
                 

               

            
	
              B. Liens
                Filed
                (Section 5.03): Report any liens filed against the Casino Facility
                and the
                amount claimed in such liens. Describe actions being taken with respect
                thereto.

            	
                                                    

            
	
               

              C. Subordinated
                Debt and Management Fees
                (Section 5.04):

               

            	 
	
                  a. Report
                the amount of any payments made on the CCVLLC Subordinated Note during
                the
                fiscal period under review:

            	 
	
                      Interest

            	
              $______________

            
	
                      Principal

            	
              $______________

            
	
                      Requirement:
                Only allowed to extent permitted in the Payment Subordination Agreement
                (CCVLLC).

            	 
	
                  b. Report
                the amount of payments made on the Management Agreement during the
                fiscal
                period under review:

            	
              $______________

            
	
                      Requirement:
                Only allowed to extent permitted in the Management Subordination
                Agreement.

            	 
	
                  c. Report
                the amount of any payments made on all other Subordinated Debt during
                the
                fiscal period under review:

            	 
	
                      Interest

            	
              $______________

            
	
                      Principal

            	
              $______________

            
	
                      None
                permitted.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

              D. Additional
                Real Property
                (Section 5.06): Attach a legal description of any other real property
                or rights to the use of real property acquired subsequent to the
                Closing
                Date which is used in any material manner in connection with the
                Casino
                Facility and describe such use. Attach evidence that such real property
                or
                rights to the use of such real property has been added as Collateral
                under
                the Credit Agreement.

               

            	
               

               

               

               

               _____________

            


    

     

    
      	
              E. Insurance
                (Section 5.09):

            	 
	
                  a. Has
                there been any change in the insurance coverages or the insurance
                companies underwriting such insurance coverages since the last set
                of
                certificates of insurance delivered to Agent Bank?

            	 

              _____________

            
	
                  b. Are
                the insurance coverages in place as of the end of the Fiscal Quarter
                under
                review in compliance with the requriements of
                Section 5.09?

            	 

              _____________

            
	
                  c. For
                Annual Certificate: Please complete the Insurance Schedule set forth
                below
                and list all currently effective insurance policies, including reference
                to the policy number, policy expiration date and reference to each
                policy
                maintained under subsection of Section 5.09 of the Credit Agreement.
                Attach a separate sheet if necessary.

            	
               

               

              _____________

            
	 	
               

              Insurance
                Schedule

            	 
	
              Policy
                

              No.

            	
              Issuer

            	
              Expiration

              Date

            
	 	 	 
	 	 	 
	 	 	 
	
               

              F. Permitted
                Encumbrances
                (Section 5.11): Describe any Lien attachment, levy, distraint or
                other
                judicial process or burden affecting the collateral other than the
                Permitted Encumbrances. Describe any matters being contested in the
                manner
                described in Sections 5.03 and 5.10 of the Credit
                Agreement.

            	
               

               

               

              _____________

               

            
	
              G. Suits
                or Actions
                (Section 5.17): Describe on a separate sheet any matters requiring
                advice
                to Banks under Section 5.17.

            	
                  _____________

               

            
	
              H. Tradenames,
                Trademarks and Servicemarks
                (Section 5.19): Describe on a separate sheet any matters requiring
                advice
                to Banks under Section 5.19.

            	
               

              _____________

               

            
	
              I. Notice
                of Hazardous Materials
                (Section 5.20): State whether or not to your knowledge there are
                any
                matters requiring notice to Agent Bank under Section 5.20. If so,
                attach a detailed summary of such matter(s).

            	
               

                 
                _____________

               

            
	
              J. Compliance
                with Management Agreement
                (Section 5.22): Describe all defaults, if any, which occurred during
                the period under review under the Management Agreement. Describe
                any
                modifications or amendments to the Management Agreement. State whether
                or
                not such modifications or amendments have been consented to by Agent
                Bank
                as required under Section 5.22 of the Credit
                Agreement.

            	
                  

               

                  

                  _____________

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    II.

    


    FINANCIAL
      COVENANTS OF THE BORROWER

    


    
      	
              A.  Intentionally
                omitted.

               

            	 
	
              B.  Senior
                Leverage Ratio
                (Section 6.02): To be calculated with reference to the Borrower as
                of the
                last day of each Fiscal Quarter commencing with the Fiscal Quarter
                ending
                December 31, 2007, to be calculated for a fiscal period consisting of
                each such Fiscal Quarter and the most recently ended three (3) preceding
                Fiscal Quarters on a rolling four (4) Fiscal Quarter basis:

               

            	 
	
                  SENIOR
                FUNDED DEBT:

            	 
	
                      a.  The
                Funded RLC Outstandings and L/C Exposure on the Credit Facility as
                of the
                last day of the Fiscal Quarter under review.

            	
               

              $ 

            
	
                      b.  Plus
                the amount of Funded C/T Outstandings as of the last day of the Fiscal
                Quarter under review.

            	
              +$ 

            
	
                      c.  Plus
                the total, as of the last day of the Fiscal Quarter under review,
                of both
                the long-term and current portions (without duplication) of all other
                Indebtedness (including Contingent Liabilities, but excluding all
                Indebtedness owing to the Subordinated Lenders under the Subordinated
                Debt
                and excluding accrued but unpaid Management Fees).

            	
               

               

              +$ 

            
	
                      d.  Plus
                the total, as of the last day of the Fiscal Quarter under review
                of both
                the long-term and current portions (without duplication) of all
                Capitalized Lease Liabilities.

            	
                 
                

              +$ 

            
	
                      e.  TOTAL
                SENIOR DEBT

              (a
                + b + c + d)

            	
              $ 

            
	
              Divided
                by:

            	
              /

            
	
               

                      EBITDAM

            	 
	
                      f.  Net
                Income, including Device Fee Rebates actually received.

            	
              $ 

            
	
                      g.  Plus
                Interest Expense (expensed and capitalized) to the extent deducted
                in the
                determination of Net Income.

            	
              +$___________

            
	
                      h.  Plus
                the aggregate amount of federal and state taxes on or measured by
                income
                for the period under review (whether or not payable during such period)
                to
                the extent deducted in the determination of Net Income.

            	
               

              +$ 

            
	
                      i.  Plus
                depreciation, amortization and all other non-cash expenses for the
                period
                under review to the extent deducted in the determination of Net
                Income.

            	
               

              +$ 

            
	
                      j.  Less
                all cash and non-cash income (including, but not limited to, interest
                income), transfers, loans and advances from CCI or any of its Subsidiaries
                to the extent added in the determination of Net Income.

            	
               

              -$ 

            
	
                      k.  Less
                all other non-cash income from any source not specified in (j) above
                to
                the extent added in the determination of Net Income.

            	
               

              -$ 

            
	
                      l.  Plus
                Management Fees to the extent deducted in the determination of Net
                Income.

            	
              +$ 

            
	
                      m.  Total
                EBITDAM

              (f
                + g + h + i - j - k + l)

            	 
	
                      n.  Senior
                Leverage Ratio

              (e/m)

            	
                        :1.0 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

                  Maximum
                Permitted:

            	 
	
               

               

              Fiscal
                Quarter End

               

            	
               

              Maximum
                Senior

              Leverage
                Ratio

               

            	 
	
              As
                of the Fiscal Quarters ending December 31, 2007 and March 31,
                2008

            	
              
                4.00
                  to 1.00

              

            	 
	
              As
                of the Fiscal Quarters ending June 30, 2008 and September 30,
                2008

            	
              4.00
                to 1.00

            	 
	
              As
                of the Fiscal Quarters ending December 31, 2008 and March 31,
                2009

            	
              3.75
                to 1.00

            	 
	
              As
                of the Fiscal Quarters ending June 30, 2009 and September 30,
                2009

            	
              3.50
                to 1.00

            	 
	
              As
                of the Fiscal Quarters ending December 31, 2009 and March 31,
                2010

            	
              3.25
                to 1.00

            	 
	
              As
                of the Fiscal Quarters ending June 30, 2010 and September 30,
                2010

            	
              3.00
                to 1.00

            	 
	
              As
                of the Fiscal Quarters ending December 31, 2010 and March 31,
                2011

            	
              2.75
                to 1.00

            	 
	
              As
                of the Fiscal Quarters ending June 30, 2011 and September 30,
                2011 and as of each Fiscal Quarter end thereafter occurring until
                Bank
                Facilities Termination

            	
               

              2.50
                to 1.00

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

              C.  Adjusted
                Fixed Charge Coverage Ratio
                (Section 6.03): Commencing as of the Fiscal Quarter ending June 30,
                2007
                and continuing as of each Fiscal Quarter end until Bank Facilities
                Termination, the Borrower shall maintain an Adjusted Fixed Charge
                Coverage
                Ratio, to be calculated: (i) as of the end of the Fiscal Quarter
                ending June 30, 2007 for a fiscal period consisting of that Fiscal
                Quarter
                only, (ii) as of the end of the Fiscal Quarter ending
                September 30, 2007 for a fiscal period consisting of the Fiscal
                Quarters ending September 30, 2007 and June 30, 2007 only,
                (iii) as of the end of the Fiscal Quarter ending December 31,
                2007 for a fiscal period consisting of the Fiscal Quarters ending
                December 31, 2007, September 30, 2007 and June 30, 2007,
                and (iv) as of the end of the Fiscal Quarter ending March 31,
                2008 and as of each Fiscal Quarter end thereafter occurring, for
                a fiscal
                period consisting of each such Fiscal Quarter and the most recently
                ended
                three (3) preceding Fiscal Quarters on a rolling four (4) Fiscal
                Quarter
                basis:

            	 
	
               

                  Numerator

            	 
	
                      a.  Total
                EBITDAM

              (Enter
                II B(m) above).

            	
              $ 

            
	
                      b.  Less
                the aggregate amount of actually paid Distributions, including, without
                limitation, all Tax Distributions actually paid.

            	
               

              -$ 

            
	
                      c.  Less
                the aggregate amount of Maintenance Capital Expenditures to
                the extent not deducted in the determination of net income or financed
                from the proceeds of permitted equity or subordinated indebtedness
                provided by CCI or any of its Subsidiaries.

            	
               

               

              -$ 

            
	
                      d.  Less
                the aggregate amount of Management Fees paid in cash.

            	
              -$ 

            
	
                      e.  Total
                Numerator

              (a
                - b - c - d)

            	
              $ 

            
	
               

                 Divided
                by
                the sum of:

            	 
	
                  Denominator

            	 
	
                      f.  The
                aggregate amount of actually paid Interest Expense (expensed and
                capitalized).

            	
              $ 

            
	
              g.  Plus
                the aggregate amount of actually paid principal payments or reductions
                (without duplication) required to be made on all outstanding
                Indebtedness.

            	
               

              +$

            
	
                      h.  Plus
                the current portion of Capitalized Lease Liabilities.

            	
              +$

            
	
                      i.  Total
                Denominator

              (e
                + f + g)

            	
              $ 

            
	
                      Adjusted
                Fixed
                Charge Coverage Ratio (d/h)

            	
                          :1 

            
	
                

                      Minimum
                required: 

               

            	 
	
              Fiscal
                Quarter End

            	
              Minimum
                Adjusted Fixed Charge Coverage

            	 
	
              As
                of the Fiscal Quarters ending June 30, 2007 and September 30,
                2007

            	
              1.00
                to 1.00

            	 
	
              As
                of the Fiscal Quarter ending December 31, 2007

            	
              1.50
                to 1.00

            	 
	
              As
                of the Fiscal Quarter ending March 31, 2008

            	
              1.40
                to 1.00

            	 
	
              As
                of the Fiscal Quarter ending June 30, 2008

            	
              1.30
                to 1.00

            	 
	
              As
                of the Fiscal Quarter ending September 30, 2008 and as of each Fiscal
                Quarter end thereafter occurring until Bank Facilities
                Termination

            	
               

              1.15
                to 1.00

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              D.  Intentionally
                omitted.

               

            	 
	
              E.  Limitation
                on Indebtedness
                (Section 6.05):

            	 
	
                  a.  Set
                forth the aggregate amount of Secured Interest Rate
                Hedges.

            	
              $ 

            
	
                      Maximum
                Permitted: $22,500,000.00

               

            	 
	
                  b.  Set
                forth the aggregate amount of:

            	 
	
                      (i) Secured
                purchase money Indebtedness

            	
              $ 

            
	
                      (ii) Capital
                Lease Liabilities

               

            	
              $ 

            
	
                      Total

            	
              $ 

            
	
                      Maximum
                aggregate permitted under Section 6.05(d): $500,000.00

               

            	 
	
                  c.  Set
                forth aggregate amount of Unsecured Indebtedness (other than trade
                payables and Subordinated Debt).

            	
              $ 

            
	
                      Maximum
                Permitted: $1,000,000.00

            	 
	
               

                  d.  Set
                forth the aggregate amount of Subordinated Debt owing by the
                Borrower

            	
               
                

              $ 

            
	
               

                  e.  Set
                forth amount of Subordinated Debt, if any, which is not
                CCVLLC Subordinated Debt or CCI Subordinated Debt.

            	
               

              $ 

            
	
               

                  f.  Set
                forth the amount and a brief description of any Indebtedness of the
                Borrower not permitted under Section 6.05.

            	
               

              $ 

            
	
               

              F.  Restriction
                on Distributions
                (Section 6.06):

            	 
	
                  a.  Set
                forth aggregate amount of Distributions made by Borrower.

            	
              $ 

            
	
                  b.  Set
                forth aggregate amount of payments on Subordinated Debt.

            	
              $ 

            
	
                  c.  Set
                forth aggregate amount of paid Management Fees.

            	
              $ 

            
	
               

                  Requirements:

            	 
	
              Attach
                on a separate sheet a pro forma calculation of the Adjusted Fixed
                Charge
                Coverage Ratio of the Borrower as of the most recently ended Fiscal
                Quarter prior to the Fiscal Quarter under review, based on the assumption
                that such Distributions (including Tax Distributions) had occurred
                during
                such prior Fiscal Quarter.

            	 
	
              Set
                forth the Pro Forma Adjusted Fixed Charge Coverage Ratio

            	
                          :1.00  

            
	
              Must
                not be less than coverages required under Section 6.03.

            	 
	
              None
                permitted (other than Tax Distributions to the extent that actual
                tax
                liability of its members is created on the taxable income of the
                Borrower)
                until Borrower realizes a Senior Leverage Ratio less than 3.00 to
                1.00 for
                two (2) consecutive Fiscal Quarters.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              G.  Capital
                Expenditures Requirements
                (Section 6.07):

               

            	 
	
                  a.  Commencing
                as of the first full Fiscal Quarter ending subsequent to the Term
                Out Date
                and continuing as of each Fiscal Quarter end until Bank Facilities
                Termination, set forth the aggregate amount of Maintenance Capital
                Expenditures to the Casino Facility during the Fiscal Year under
                review

            	
               

                  

              $ 

            
	
               

                  b.  Set
                forth the amount of prior Fiscal Year gross gaming
                revenues.

            	
              $ 

            
	
               

                      Minimum
                Maintenance Cap Ex Requirement:

            	 
	
              Fiscal
                Quarter End

            	
              Minimum
                Maintenance Cap Ex Requirement

            	
              Maximum
                Maintenance Cap Ex Limit

            	 
	
              As
                of the first (1st)
                through fourth (4th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

              1.0%

            	
               

              6.0%

            	 
	
              As
                of the fifth (5th)
                through eighth (8th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

              1.5%

            	
               

              6.0%

            	 
	
              As
                of the ninth (9th)
                through twelfth (12th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date and
                as of
                each four consecutive Fiscal Quarter period ending thereafter until
                Bank
                Facilities Termination

            	
               

               

               

              2.0%

            	
               

               

               

              6.0%

            	 
	
               

                      Maximum
                Maintenance Cap Ex Limits:

            	 
	
              6%
                of prior Fiscal Year gross gaming revenues.

            	 
	
               

              H.  Contingent
                Liabilities
                (Section 6.08):

            	 
	
                      a.  Set
                forth the cumulative aggregate amount of Contingent Liabilities incurred
                by the Borrower.

            	
              $ 

            
	
              Maximum
                allowed: None without prior written consent of Requisite
                Lenders.

               

            	 
	
              I.  Investment
                Restrictions
                (Section 6.09):

            	 
	
                      a.  Set
                forth the date, amount and a brief description of each Investment
                made by
                the Borrower not permitted under Section 6.09.

            	
               

              $ 

            
	
              J.  Total
                Liens
                (Section 6.10): On a separate sheet describe in detail any and all
                Liens
                on any assets of the Borrower not
                permitted under Section 6.10.

            	 
	
              K.  Change
                of Control
                (Section 6.11): State whether or not a Change of Control has
                occurred.

            	
               

                  
                      yes/no      

            
	
              L.  Sale
                of Assets, Consolidation, Merger or Liquidation
                (Section 6.12):

            	 
	
                  a.  On
                a separate sheet describe any and all mergers, consolidations,
                liquidations and/or dissolutions not permitted under Section
                6.12.

               

            	 
	
                  b.  With
                respect to the determination of Excess Capital Proceeds, please set
                forth
                the amount of Net Proceeds received by the Borrower during the current
                Fiscal Year from the disposition of FF&E and other items of Collateral
                which have not been replaced with purchased or leased FF&E of
                equivalent value and utility.

               

            	 
	
                      Requirement:
                On
                or before 30 days following such disposition, must make a Mandatory
                Prepayment for amount of Excess Capital Proceeds in excess of $10,000
                during any Fiscal Year.

            	 
	
               

              M.  ERISA
                (Section 6.13): Describe on a separate sheet any matters requiring
                notice
                to Agent Bank under Section 6.13.

               

            	 
	
              N.  Margin
                Regulations
                (Section 6.14): Set forth the amount(s) of and describe on a separate
                sheet of paper any proceeds of the Bank Facilities used by Borrower
                in
                violation of Section 6.14.

            	
               

              $ 

            
	
              O.  Transactions
                with Affiliates
                (Section 6.15): Describe on a separate sheet any transactions with
                Affiliates not permitted under Section 6.15.

               

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              P.  Limitation
                on Subsidiaries
                (Section 6.16): On a separate sheet, describe any Subsidiaries created
                by
                Borrower. State whether or not the creation of such Subsidiaries
                has been
                consented to by the Requisite Lenders as required under Section 6.16
                of the Credit Agreement.

            	 


    

     

    III.

    


    NONUSAGE
      FEE CALCULATION

    


    
      	
              (Section
                2.12(b)): To be calculated with respect to the Fiscal Quarter under
                review:

            	 
	
                  a.  Aggregate
                RLC Commitment, less the daily average of the Funded RLC
                Outstandings.

            	
              $ 

            
	
                  b.  Until
                the occurrence of the Term Out Date, $32,500,000.00 less the daily
                average
                of the Funded Term Outstandings.

            	
              $ 

            
	
                  c.  Amount
                of Nonusage.

                      (a plus
                b)

            	
               

              $ 

            
	
                  d.  Applicable
                Nonusage Percentage.

            	
                      0.75% 

            
	
                  e.  Gross
                Nonusage Fee.

                      (c
                times d)

            	
              $ 

            
	
                  f.  Number
                of days in Fiscal Quarter under review

            	 
	
                  g.  Nonusage
                Fee for Fiscal Quarter under review.

                      (e/360
                x f)

            	
              $ 

            


    

    


    IV.

    


    Intentionally
      omitted.

    


    V.

    


    PERFORMANCE
      OF OBLIGATIONS

    


    A
      review
      of the activities of the Borrower during the fiscal period covered by the
      attached financial statements has been made under my supervision with a view
      to
      determining whether during such fiscal period any Default or Event of Default
      has occurred and is continuing. Except as described in an attached document
      or
      in an earlier Certificate, to the best of my knowledge, as of the date of this
      Certificate, there is no Default or Event of Default that has occurred and
      remains continuing.

    


    VI.

    


    NO
      MATERIAL ADVERSE CHANGE

    


    To
      the
      best of my knowledge, except as described in an attached document or in an
      earlier Certificate, no Material Adverse Change has occurred since the date
      of
      the most recent Certificate delivered to the Banks.

    


    DATED
      this ____ day of _____________, _____.

    


    


    
      	 	
              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              Its
                Managing Member

               

               

              By    

              Larry
                Hannappel,

              CEO
                and Secretary

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PAYMENT
      SUBORDINATION AGREEMENT

     

    


    THIS
      PAYMENT SUBORDINATION AGREEMENT (the "Agreement") is made and entered into
      as of
      the 28th
      day of
      February, 2007, by CENTURY CASINOS, INC., a Delaware corporation (hereinafter
      referred to as "Subordinator") and delivered to WELLS FARGO BANK, National
      Association, as administrative and collateral agent ("Agent Bank") on behalf
      of
      itself and each of the Lenders hereinafter described.

    


    R_E_C_I_T_A_L_S:

     

    WHEREAS:

     

    A.  As
      of the
      date of this Agreement, there is outstanding and owing by CC Tollgate LLC,
      a
      Delaware limited liability company (the "Company") to Subordinator indebtedness
      in the aggregate amount of Twelve Million Five Hundred Thousand Dollars
      ($12,500,000.00) (together with the interest thereon, the "Subordinated Debt")
      evidenced by that certain unsecured Subordinated Promissory Note dated February
      28, 2007 (the "Subordinated Note"), a copy of which is marked "Exhibit A",
      affixed hereto and by this reference incorporated herein and made a part hereof,
      which Subordinated Note executed by the Company, payable to the order of
      Subordinator and other parties, as the lenders.

     

    Now,
      therefore, in and for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by the Subordinator, the
      Subordinator hereby agrees as follows:

        

        1.  The
      Company has entered into a Credit Agreement dated as of November 18, 2005,
      as
      amended by First Amendment to Credit Agreement dated as of June 28, 2006
      and by Second Amendment to Credit Agreement executed substantially concurrent
      herewith (as it may be further amended, modified or supplemented from time
      to
      time, the "Credit Agreement") with the Lenders therein named (each, together
      with their respective successors and assigns, individually being referred to
      herein as a "Lender" and collectively as the "Lenders"), Wells
      Fargo Bank, National Association, as the issuer of Letters of Credit (herein,
      in
      such capacity, called the "L/C Issuer") and
      Wells
      Fargo Bank, National Association, as administrative and collateral agent for
      the
      Lenders and L/C Issuer (herein, in such capacity, the "Agent Bank" and, together
      with the Lenders and L/C Issuer, collectively referred to as the
      "Banks"),
      under
      the terms of which Banks agreed to establish and fund a construction and term
      loan ("C/T Loan") in the amount of Thirty-Two Million Five Hundred Thousand
      Dollars ($32,500,000.00) and a revolving credit facility (the "Revolving Credit
      Facility" and, together with the C/T Loan, collectively, the "Bank Facilities")
      in the initial principal amount of Two Million Five Hundred Thousand Dollars
      ($2,500,000.00) at any time outstanding, all subject to the terms and conditions
      set forth in the Credit Agreement. The C/T Loan is evidenced by a Construction
      and Term Note ("C/T Note") in the principal sum of Thirty-Two Million Five
      Hundred Thousand Dollars ($32,500,000.00). The Revolving Credit Facility is
      evidenced by a Revolving Credit Note (the "Revolving Credit Note" and, together
      with the C/T Note, collectively, the "Bank Notes") in the principal sum of
      Two
      Million Five Hundred Thousand Dollars ($2,500,000.00) executed by the Borrower,
      payable to the order of Agent Bank on behalf of Lenders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        2.  The
      Subordinated Note may not be transferred or assigned by Subordinator without
      the
      prior written consent of Agent Bank and, unless so transferred or assigned,
      shall be owned by Subordinator at all times free and clear of any lien, pledge,
      charge, security interest or other encumbrance. 

     

        3.  So
      long
      as any monetary obligation or other obligation or commitment to advance funds
      under the Credit Agreement, the Bank Notes or any other Loan Document, as
      defined in the Credit Agreement (as such obligations may be amended, modified,
      restated, renewed, increased or extended, including, without limitation, post
      petition interest whether or not allowed in any insolvency proceedings, and
      fees, attorneys costs and indemnities under the Loan Documents, collectively
      referred to herein as the "Bank Debt") shall remain unpaid or unfunded, in
      whole
      or in part, the Subordinator may not receive any payment of principal or
      interest, directly or indirectly, on the Subordinated Debt. 

     

        4.  In
      the
      event that any such payments of principal and/or interest are made in violation
      of the foregoing provisions, such payments shall not be accepted by Subordinator
      and, if so accepted, shall be held in trust for the benefit of, and shall be
      paid forthwith over and delivered to Agent Bank. The subordination provisions
      set forth hereinabove are made for the benefit of Banks and it is understood
      by
      Company and by Subordinator that Banks will take certain actions in reliance
      upon such subordination provisions. It is further understood that Banks'
      reliance upon the referenced subordination provisions shall not constitute
      a
      waiver by Banks of their right to insist upon strict compliance with all
      provisions of the Credit Agreement and with all provisions of the Loan Documents
      as particularly defined by the Credit Agreement. 

     

        5.  (a)
      In
      the
      event of:

     

                (i)  any
      insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
      composition or other similar proceeding relating to any of the Borrower, its
      creditors or its property;

     

                (ii)  any
      proceeding for the liquidation, dissolution or other winding-up of the Borrower,
      voluntary or involuntary, whether or not involving insolvency, reorganization
      or
      bankruptcy proceedings;

            

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

               
      (iii)  any
      assignment by Borrower for the benefit of creditors; or

     

                (iv)  any
      other
      marshalling of the assets of Borrower;

        

        all
      Bank Debt
      (including any interest thereon accruing after the commencement of any such
      proceedings and any other sums or premium due) shall first be paid in full
      before any payment or distribution, whether in cash, securities or other
      property, shall be made on account of any Subordinated Debt or the Subordinated
      Loan Documents and any payment or distribution, whether in cash, securities
      or
      other property which would otherwise, but for these subordination provisions,
      be
      payable or deliverable in respect of Subordinated Debt or the Subordinated
      Loan
      Documents shall be paid or delivered directly to the holders of Bank Debt until
      all Bank Debt (including any interest thereon accruing after the commencement
      of
      any such proceedings) shall have been indefeasibly paid in full.

     

        The
      Subordinator shall file in any bankruptcy or other proceeding in which the
      filing of claims is required by law, all claims which the Subordinator may
      have
      against any of the Borrower relating to any Subordinated Debt and will assign
      to
      the holders of the Bank Debt all rights of the Subordinator thereunder. If
      Subordinator does not file any such claim, the holder of the Bank Debt as
      attorney-in-fact for Subordinator is hereby authorized to do so in the name
      of
      Subordinator or, in such holder's discretion, to assign the claim to a nominee
      and to cause proof of claim to be filed in the name of such holder's nominee.
      The foregoing power of attorney is coupled with an interest and cannot be
      revoked. The holder of the Bank Debt or its nominee shall have the sole right
      to
      accept or reject any plan proposed in any such proceeding and to take any other
      action which a party filing a claim is entitled to do. In all such cases,
      whether in administration, bankruptcy or otherwise, the person or persons
      authorized to pay such claim shall pay to the holder of the Bank Debt the amount
      payable on such claim and, to the full extent necessary for that purpose, the
      Subordinator hereby assigns to the holder of the Bank Debt all of the
      Subordinator's rights to any such payments or distributions to which the
      Subordinator would otherwise be entitled.

     

        (b) If
      any
      payment or distribution of any character or any security, whether in cash,
      securities or other property, shall be received by the Subordinator in
      contravention of any of the terms hereof and before all Bank Debt shall have
      been indefeasibly paid in full, such payment or distribution or security shall
      be received in trust for the benefit of, and shall be paid over or delivered
      and
      transferred to, the holder of Bank Debt at the time outstanding for application
      to the payment of all Bank Debt remaining unpaid, to the extent necessary to
      pay
      all such Bank Debt in full. In the event of the failure of the Subordinator
      to
      endorse or assign any such payment, distribution or security, each holder of
      Bank Debt is hereby irrevocably authorized to endorse or assign the
      same.

     

        (c)
      The Bank
      Debt shall not be deemed to have been paid in full unless the holder thereof
      shall have indefeasibly received cash in lawful currency of the United States
      of
      America equal to the amount of Bank Debt then outstanding, together with the
      occurrence of Bank Facilities Termination, as defined in the Credit
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        (d)
      The
      Subordinator will take such action (including, without limitation, the execution
      and filing of a financing statement with respect to this Agreement and including
      the execution, verification, delivery and filing of proofs of claim, consents,
      assignments or other instructions which the holder of Bank Debt may reasonably
      require in order to prove and realize upon any rights or claims pertaining
      to
      Subordinated Debt and to effectuate the full benefit of the subordination
      contained herein) as may, in the opinion of counsel designated by the Agent
      Bank, be reasonably necessary or appropriate to assure the effectiveness of
      the
      subordination effected by these provisions.

          

               
      (e) The
      Subordinator understands and acknowledges by its execution hereof that the
      actions of the Lenders in connection with the Bank Debt are being or have been
      made in reliance upon the subordination of the Subordinated Debt to Bank Debt
      as
      set forth herein.

     

        6.  Subordination
      Legend; Further Assurances.
      The
      Company and the Subordinator will cause each note and instrument (if any)
      evidencing the Subordinated Debt to be endorsed with the following legend or
      the
      effective equivalent thereof:

     

    "The
      Indebtedness evidenced by this instrument is subordinated to the prior payment
      in cash in full of all Bank Debt (as defined in the Payment Subordination
      Agreement, dated as of _____________, 200__) pursuant to, and to the extent
      provided in, the Payment Subordination Agreement by the maker hereof and payee
      named herein in favor of the Agent Bank therein named and its successors and
      assigns."

     

    The
      Company and Subordinator each hereby agree to mark its respective books of
      account in such a manner as shall be effective to give proper notice of the
      effect of this Agreement. The Company and the Subordinator will at their expense
      and at any time and from time to time promptly execute and deliver all further
      instruments and documents and take all further action that may be necessary
      or
      that the Agent Bank may reasonably request in order to protect any right or
      interest granted or purported to be granted hereunder or to enable the Agent
      Bank to exercise and enforce its rights and remedies hereunder.

     

        7.  Subject
      to the terms of the Credit Agreement:

     

        (a)  This
      Agreement shall continue in effect so long as any Bank Debt shall remain unpaid
      and no action that the holder of the Bank Debt or any of the Borrower, with
      or
      without the written consent of the holder of the Bank Debt, may take or refrain
      from taking with respect to any Bank Debt, any instrument representing the
      same,
      any Collateral (as defined in the Credit Agreement) therefor, or any agreement
      or agreements, including guaranties, in connection therewith, shall affect
      this
      Agreement or the obligations of the Subordinator hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        (b)  All
      rights and interests of the Banks hereunder, and all agreements and obligations
      of the Subordinator and the Company under this Agreement, shall remain in full
      force and effect irrespective of:

     

            (i)  any
      lack
      of validity or enforceability of the Credit Agreement, the Bank Notes or any
      other Loan Document, or any agreement or instrument relating
      thereto;

     

            (ii)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Bank Debt, or any other amendment, modification, revision,
      restatement, extension or waiver of or any consent to departure from the Credit
      Agreement, the Bank Notes or any other Loan Document;

     

            (iii)  any
      taking and holding of Collateral or other security or additional guarantees
      for
      all or any of the Bank Debt; or any amendment, alteration, exchange,
      substitution, restatement, transfer, enforcement, waiver, subordination,
      termination or release of any Collateral or such guarantees, or any
      non-perfection of any Collateral, or any consent to departure from any such
      guaranty;

     

            (iv)  any
      manner of application of Collateral or proceeds thereof, to all or any of the
      Bank Debt, or the manner of sale of any Collateral or other
      security;

     

            (v)  any
      consent by any of the Banks or any other Person to the change, restructure
      or
      termination of the corporate structure or existence of the Borrower or the
      Subordinator, or any Subsidiary thereof and any corresponding restructure of
      the
      Bank Debt, or any other restructure or refinancing of the Bank Debt or any
      portion thereof;

     

            (vi)  any
      modification, compounding, compromise, settlement, release by the Banks or
      any
      of them or any other Person (or by operation of law or otherwise), collection
      or
      other liquidation of the Bank Debt or of the Collateral or other security in
      whole or in part, and any refusal of payment to any Bank in whole or in part,
      from any obligor or guarantor in connection with any of the Bank Debt, whether
      or not with notice to, or further assent by, or any reservation of rights
      against the Subordinator; or

     

            (vii)  any
      other
      circumstance (including, but not limited to, any statute of limitations) which
      might otherwise constitute a defense available to, or a discharge of the
      Borrower or the Subordinator.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        Without
      limiting the generality of the foregoing, the Subordinator hereby consents
      to
      and agrees that the rights of each Bank hereunder, and the enforceability
      hereof, shall not be affected by any release of any Collateral or security
      from
      the liens and security interests created by any of the Loan Documents or any
      other agreement whether for purposes of sales or other dispositions of assets
      or
      for any other purpose. This Agreement shall continue to be effective or be
      reinstated, as the case may be, if at any time any payment of any of the Bank
      Debt is rescinded or must otherwise be returned by any Bank upon the insolvency,
      bankruptcy or reorganization of the Company or otherwise, all as though such
      payment had not been made.

     

        (c)  The
      Subordinator waives the right to require the Banks to proceed against the
      Borrower or any other person liable on the Bank Debt, to proceed against or
      exhaust any security held from any Borrower or any other person, or to pursue
      any other remedy in the Banks' power whatsoever and the Subordinator waives
      the
      right to have the property of the Borrower first applied to the discharge of
      the
      Bank Debt. The Banks may, at their election, exercise any right or remedy they
      may have against the Borrower or any security held by the Banks, including,
      without limitation, the right to foreclosure upon any such security by one
      or
      more judicial or nonjudicial sales, without affecting or impairing in any way
      the obligations of the Subordinator hereunder, except to the extent the Bank
      Debt has been paid, and the Subordinator waives any defense arising out of
      the
      absence, impairment or loss of any right of reimbursement, contribution or
      subrogation or any other right or remedy of the Subordinator against the
      Borrower or any such security, whether resulting from such election by the
      Banks
      or otherwise. The Subordinator waives any defense arising by reason of any
      disability or other defense of the Borrower or by reason of the cessation from
      any cause whatsoever (including, without limitation, any intervention or
      omission by the Lender) of the liability either in whole or in part, of the
      Borrower to the Banks for the Bank Debt.

     

        (d)  Until
      the
      Bank Debt is fully and indefeasibly paid, the Subordinator shall not proceed
      against the Company for the recovery of all or any portion of the Subordinated
      Debt, or proceed against or exhaust any security held from the Company or any
      other person, or pursue any other right or remedy in the Subordinator's power
      whatsoever for the collection of all or any portion of the Subordinated
      Debt.

     

    8.  In
      case
      of a breach by the Subordinator of this Agreement, the Subordinator hereby
      agrees to be responsible for and to pay all costs and expenses, including,
      without limitation, attorneys' fees and costs and accountants' fees, incurred
      by
      the holder of the Bank Debt in connection with the enforcement by the holder
      of
      the Bank Debt of its rights or the protection of the holder of the Bank Debt
      of
      its interests as a result of such breach under this Agreement, whether incurred
      pre-trial, at trial or on appeal.

     

    9.  Time
      shall be of the essence of this Agreement.

     

    10.  This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of Nevada. The parties hereto further agree that, subject to the
      Arbitration provisions set forth below in paragraph 11, the full and exclusive
      forum for the determination of any action relating to this Agreement shall
      be
      either an appropriate Court of the State of Nevada or the United States District
      Court or United States Bankruptcy Court for the District of Nevada.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.  Arbitration.
      

     

        (a)  Upon
      the
      request of any party, whether made before or after the institution of any legal
      proceeding, any action, dispute, claim or controversy of any kind (e.g., whether
      in contract or in tort, statutory or common law, legal or equitable) ("Dispute")
      now existing or hereafter arising between the parties in any way arising out
      of,
      pertaining to or in connection with this Agreement, the Credit Agreement, Bank
      Notes, Loan Documents or any related agreements, documents, or instruments
      (collectively the "Documents"), may, by summary proceedings (e.g., a plea in
      abatement or motion to stay further proceedings), bring an action in court
      to
      compel arbitration of any Dispute.

     

        (b)  All
      Disputes between the parties shall be resolved by binding arbitration governed
      by the Commercial Arbitration Rules of the American Arbitration Association.
      Judgment upon the award rendered by the arbitrators may be entered in any court
      having jurisdiction.

     

        (c)  No
      provision of, nor the exercise of any rights under this arbitration clause
      shall
      limit the rights of any party, and the parties shall have the right during
      any
      Dispute, to seek, use and employ ancillary or preliminary remedies, judicial
      or
      otherwise, for the purposes of realizing upon, preserving, protecting or
      foreclosing upon any property, real or personal, which is involved in a Dispute,
      or which is subject to, or described in, the Documents, including, without
      limitation, rights and remedies relating to: (i) foreclosing against any
      real or personal property collateral or other security by the exercise of a
      power of sale under the Documents or other security agreement or instrument,
      or
      applicable law, (ii) exercising self-help remedies (including setoff rights)
      or
      (iii) obtaining provisional or ancillary remedies such as injunctive relief,
      sequestration, attachment, garnishment or the appointment of a receiver from
      a
      court having jurisdiction before, during or after the pendency of any
      arbitration. The institution and maintenance of an action for judicial relief
      or
      pursuit of provisional or ancillary remedies or exercise of self-help remedies
      shall not constitute a waiver of the right of any party, including the
      plaintiff, to submit the Dispute to arbitration nor render inapplicable the
      compulsory arbitration provision hereof.

     

    12.  Waiver
      of Jury Trial.
      TO THE
      MAXIMUM EXTENT PERMITTED BY LAW, BANKS, THE COMPANY AND SUBORDINATOR EACH
      MUTUALLY HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE
      OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS
      AGREEMENT, THE CREDIT AGREEMENT, THE BANK NOTES OR ANY OF THE LOAN DOCUMENTS,
      OR
      IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF BANKS,
      THE COMPANY AND SUBORDINATOR WITH RESPECT TO THIS AGREEMENT, THE CREDIT
      AGREEMENT, THE BANK NOTES OR ANY OF THE LOAN DOCUMENTS, OR THE TRANSACTIONS
      RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
      IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM
      EXTENT PERMITTED BY LAW, BANKS, THE COMPANY AND SUBORDINATOR EACH MUTUALLY
      AGREE
      THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDINGS SHALL
      BE
      DECIDED BY A BENCH TRIAL WITHOUT A JURY AND THAT THE DEFENDING PARTY MAY FILE
      AN
      ORIGINAL COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN
      EVIDENCE OF THE CONSENT OF THE COMPLAINING PARTY TO THE WAIVER OF ITS RIGHT
      TO
      TRIAL BY JURY.

     

    13.  In
      the
      event any one or more of the provisions contained in this Agreement should
      be
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby.

     

    14.  The
      Company joins in the execution of this Agreement to evidence its agreement
      to
      the terms hereof and to be legally bound hereby. This Agreement shall be binding
      upon the parties hereto and their respective successors and assigns and shall
      inure to the benefit of the parties hereto and their respective successors
      and
      assigns.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement, as of the day
      and
      year first above written.

    


    
      	
              SUBORDINATOR:

              CENTURY
                CASINOS, INC.,

              a
                Delaware corporation

               

              By
                /s/ Larry Hannappel

              Larry
                Hannappel,

              Senior
                Vice President

               

              COMPANY:

              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC.,

              a
                Delaware corporation,

              Its
                Managing Member

               

              By
                /s/ Larry Hannappel    

              Larry
                Hannappel,

              CEO
                and Secretary

            	
              AGENT
                BANK:

              WELLS
                FARGO BANK, National 

              Association,
                as administrative and

              collateral
                agent on behalf of itself and 

              each
                of the Lenders and L/C Issuer

               

               

              By
                /s/ Ryan Edde

              Ryan
                Edde,

              Vice
                President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO PAYMENT SUBORDINATION AGREEMENT

     

    SUBORDINATED
      PROMISSORY NOTE

     

    $12,500,000.00                                  

     

    Colorado
      Springs,
      Colorado

    As
      of
      _______________, 2007

    


    FOR
      VALUE
      RECEIVED, CC Tollgate LLC, a Delaware limited liability company (“Borrower”),
      promises to pay to the order of Century Casinos, Inc., a Delaware corporation
      (“Lender”), at 1263A Lake Plaza Drive, Colorado Springs, Colorado, 80906, or at
      such other place as the payee or other holder may direct in writing, the
      principal sum of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00),
      with interest on the outstanding principal balance at the rate of Prime Rate
      plus two and one-half percent (2.5%) per annum from the date hereof until paid
      in full (the “Interest Rate”). For purposes of this Note, Prime Rate shall mean
      at any time, and from time to time, the rate of interest most recently announced
      within Wells Fargo Bank at its principal office in San Francisco,
      California.

    


    No
      payments of principal or interest shall be required until six months after
      the
      Senior Loans, as such term is defined below, have been paid in full, at which
      time the full amount of the Note, including all interest and principal, shall
      be
      due and payable in full. All payments received shall be applied first to accrued
      interest and then to the retirement of principal. In the event any payment
      of
      principal, interest, or costs payable hereunder is not paid when due or declared
      due, interest shall thereafter accrue on the full amount of such payment at
      the
      rate of the Interest Rate plus four percent (4%) per annum until paid. This
      Note
      may be prepaid in whole or in part at any time and from time to time without
      premium or penalty. Notwithstanding contained in this Note to the contrary,
      no
      payments of principal or interest shall be due and payable under this Note
      until
      such time as the Senior Loans have been paid in full. For purposes of this
      Note
      the term “Senior Loans” shall mean that certain Credit Agreement dated as of
      November 18, 2005, as amended from time to time, among CC Tollgate LLC, as
      Borrower, the Lenders and L/C Issuer therein named and Wells Fargo Bank,
      National Association as Agent Bank. The Lender shall have no enforcement rights
      related to this Note until such time as the Senior Loans have been paid in
      full.


    


    Each
      maker, indorser, and guarantor, and any other person who is now or may hereafter
      become primarily or secondarily liable for the payment of this Note or any
      portion thereof (a) waives presentment, notice of dishonor, and protest, (b)
      agrees to one or more extensions of time of payment of all or any part of this
      Note, for any length of time, (c) agrees that the payee or other holder may
      release, agree not to sue, suspend its rights to enforce this Note against,
      or
      otherwise discharge or deal with any person against whom such maker, indorser,
      guarantor, or other person has a right of recourse, and may release, fail,
      or
      agree not to enforce or perfect its rights in or against, or otherwise deal
      with
      any collateral for the payment of, this Note, or any portion thereof, and (d)
      if
      this Note or interest thereon is not paid when due or if suit is brought, agrees
      to pay upon demand all reasonable costs of collection, including reasonable
      attorneys' fees. In the event of any bankruptcy or similar proceedings, costs
      of
      collection shall include all costs and attorneys' fees incurred in connection
      with such proceedings, including the fees of counsel for attendance at meetings
      of creditors or other committees.

    


    Each
      of
      the following events shall be an “Event of Default” hereunder:

    


    (a) Borrower
      fails to pay timely any of the principal amount due under this Note on the
      date
      the same becomes due and payable no later than 10 business days after the same
      becomes due and payable;

    


    (b) Borrower
      files any petition or action for relief under any bankruptcy, reorganization,
      insolvency or moratorium law or any other law for the relief of, or relating
      to,
      debtors, now or hereafter in effect, or makes any assignment for the benefit
      of
      creditors or takes any corporate action in furtherance of any of the
      foregoing;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) An
      involuntary petition is filed against Borrower (unless such petition is
      dismissed or discharged within sixty (60) days) under any bankruptcy statute
      now
      or hereafter in effect, or a custodian, receiver, trustee, assignee for the
      benefit of creditors (or other similar official) is appointed to take
      possession, custody or control of any property of Borrower; or

    


    (d) 
      The
      occurrence of an “Event of Default” under the Senior Loans.

    


    Upon
      the
      occurrence of an Event of Default hereunder, all unpaid principal, accrued
      interest and other amounts owing hereunder shall, at the option of Lender,
      and,
      in the case of an Event of Default pursuant to (b) or (c) above, automatically,
      be immediately due, payable and collectible by Lender pursuant to applicable
      law.

    


    If
      any
      payment of principal or interest is not paid promptly when due, the payee or
      other holder may declare the entire outstanding principal balance of the Note,
      and all accrued interest, immediately due and payable, without notice or
      demand.

    


    This
      Note
      shall be governed in all respects by the laws of the State of Colorado. The
      provisions of this Note shall inure to the benefit of and be binding on any
      successor to Borrower and shall extend to any holder hereof.

    


    


    CC
      Tollgate LLC, 

    a
      Delaware limited liability company

    


    By:
      Century Casinos Tollgate, Inc., its Manager

    


    By:    /s/
      Larry
      Hannappel

             
      Name: Larry Hannappel

             
      Title: CEO and Secretary