THIRD AMENDMENT TO CREDIT AGREEMENT


     THIS THIRD AMENDMENT TO CREDIT  AGREEMENT  ("Third  Amendment") is made and
entered  into as of the 4th day of  November,  1998,  by and among WMCK  VENTURE
CORP., a Delaware  corporation,  CENTURY CASINOS CRIPPLE CREEK, INC., a Colorado
corporation and WMCK ACQUISITION CORP., a Delaware corporation (collectively the
"Borrowers"),  CENTURY CASINOS,  INC., a Delaware  corporation (the "Guarantor")
and WELLS FARGO BANK, National Association,  as Lender and L/C Issuer and as the
administrative  and  collateral  agent for the Lenders and L/C Issuer (herein in
such  capacity  called the "Agent Bank" and,  together  with the Lenders and L/C
Issuer, collectively referred to as the "Banks").

                                R_E_C_I_T_A_L_S:

     WHEREAS:

     A.  Borrowers,  Guarantor,  Agent  Bank and  Lender  entered  into a Credit
Agreement  dated as of March  31,  1997 (the  "Original  Credit  Agreement")  as
amended by First  Amendment  to Credit  Agreement  dated as of November 11, 1997
(the  "First  Amendment")  and by Second  Amendment  to Credit  Agreement  dated
January 28, 1998 (the "Second Amendment",  and together with the Original Credit
Agreement and the First Amendment, collectively the "Existing Credit Agreement")
for the purpose of establishing a reducing  revolving line of credit in favor of
Borrowers,  up to the  maximum  principal  amount  of  Fifteen  Million  Dollars
($15,000,000.00).

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

     C.  Borrowers  and Guarantor  desire to further  amend the Existing  Credit
Agreement for the following purposes:

          (i)  Increasing  the Aggregate  Commitment to Twenty  Million  Dollars
     ($20,000,000.00);
<PAGE>

          (ii)  excluding  from the  calculation  of the TFCC  Ratio a  one-time
     pre-payment of  Subordinated  Debt in the aggregate  amount of Five Hundred
     Thousand Dollars ($500,000.00);

          (iii) adding a subfacility for the issuance of Letters of Credit up to
     the maximum aggregate amount of One Million Dollars  ($1,000,000.00) at any
     time outstanding;

          (iv)  reducing the Nonusage Fee from .50% per annum to .375% per annum
     during such periods as the  Borrower  Consolidation  has  achieved  Pricing
     Levels I or II as set forth in the amended definition of Applicable Margin;
     and

          (v) making  certain  changes  to the  Financial  Covenants  and to the
     Applicable Margins.

     D.  Banks have  agreed to make the  amendments  set forth in the  preceding
recital paragraph  subject to the terms,  conditions and provisions set forth in
this Third 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  Third
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:

     "Agent  Bank"  shall  mean  WFB  in  its  capacity  as  administrative  and
collateral agent for Lenders and L/C Issuer.

     "Aggregate  Commitment"  shall  mean  reference  to  the  aggregate  amount
committed  by Lenders for  advance to or on behalf of  Borrowers  as  Borrowings
under the Credit  Facility in the  principal  amount of Twenty  Million  Dollars
($20,000,000.00),  in  each  case  as  reduced  on  each  Reduction  Date by the
Scheduled  Reductions to the Maximum Scheduled  Balance,  and further subject to
the  additional  reductions  and/or  limitations  for  advance  as set  forth or
incorporated in the definition of Maximum Permitted Balance.

                                       2
<PAGE>
 
     "Aggregate   Commitment   Reduction  Schedule"  shall  mean  the  Aggregate
Commitment  Reduction Schedule marked "Schedule  2.01(c)",  affixed to the Third
Amendment  and by this  reference  incorporated  herein and made a part  hereof,
setting forth the Scheduled  Reductions and Maximum Scheduled Balance as of each
Reduction Date under the Credit Facility.

     "Aggregate  Outstandings" shall mean collective reference to the sum of the
Funded Outstandings and L/C Exposure as of any given date of determination.

     "Applicable  Margin" means for any Prime Rate Loan or LIBOR Loan during the
period  commencing on the date of the Third  Amendment and continuing  until the
Maturity Date, the  applicable  per annum  percentage  amount to be added to the
Prime  Rate or the LIBO  Rate,  as the case may be, at the  margin  rates as set
forth in Table One below in each instance based on the Leverage Ratio calculated
with  regard  to the  Borrower  Consolidation  as of each  Fiscal  Quarter  end,
commencing with the Fiscal Quarter ending September 30, 1998,  together with the
immediately  preceding  three (3) Fiscal  Quarters on a four (4) Fiscal  Quarter
basis,  any change in the applicable  percentage  amount by reason thereof to be
effective as of the 1st day of the third month  immediately  following each such
Fiscal Quarter end,  provided that for the period  commencing on the date of the
Third  Amendment  to December 1, 1998,  the  Applicable  Margin  shall be set at
Pricing Level II:







                                       3

<PAGE>

<TABLE>
<CAPTION>

                                                                    
                                                                  TABLE ONE                   TABLE TWO
                                                         ----------------------------      -------------- 
     PRICING                  LEVERAGE                   PRIME RATE         LIBO RATE         NONUSAGE
     LEVEL                     RATIO                        MARGIN            MARGIN          PERCENTAGE
     -------        ----------------------------------   ----------         ---------      --------------
                                                          
<S>                 <C>                                   <C>               <C>               <C>   
        I           Less than 1.50 to 1.00                  0.00%             2.30%             0.375%
                                                          
       II           Greater than or equal to                0.00%             2.70%             0.375%
                    1.50 to 1.00 but less than            
                    2.00 to 1.00                          
                                                          
       III          Greater than or equal to                0.25%             2.95%             0.50%
                    2.00 to 1.00 but less than 
                    2.50 to 1.00
                                                          
       IV           Greater than or equal to                0.50%             3.20%             0.50%
                    2.50 to 1.0 but less than             
                    3.00 to 1.0                           
                                                          
        V           Greater than or equal to                0.75%             3.45%             0.50%
                    3.00 to 1.0                           
                                                      
</TABLE>

                                       4
<PAGE>

     "Available  Borrowings" shall mean, at any time, and from time to time, the
aggregate  amount available to Borrowers for a Borrowing or issuance of a Letter
of Credit not exceeding the amount of the Maximum Availability,  as of each date
of determination.

     "Bank  Facilities"  shall mean collective  reference to the Credit Facility
and L/C Facility.

     "Bank Facility  Termination" shall mean indefeasible payment in full of all
sums owing under the Bank Facilities and each of the other Loan  Documents,  the
occurrence of the Stated  Expiry Date or other  termination  of all  outstanding
Letters of Credit,  and the  irrevocable  termination  of: (i) the obligation of
Lenders to advance  Borrowings under the Credit Facility and (ii) the obligation
of L/C Issuer to issue Letters of Credit under the L/C Facility.

     "Borrowing(s)"  shall mean such amounts as Borrowers may request from Agent
Bank from time to time to be  advanced  under the Credit  Facility  by Notice of
Borrowing in the manner provided in Section 2.03 or at the request of Agent Bank
pursuant to Section 2.14.

     "Cash Collateral Account" shall mean the restricted depository
savings  account  to be  established  by  Borrowers  or Agent  Bank on behalf of
Borrowers with L/C Issuer at its offices  located at 3800 Howard Hughes Parkway,
Las Vegas,  Nevada,  or at such other office located in the United States as may
be  designated  from time to time by L/C Issuer,  for the purpose of  depositing
Cash  collateral for the aggregate L/C Exposure upon the occurrence of any Event
of Default.
                                       5
<PAGE>
     "Cash Collateral  Pledge Agreement" shall mean the Pledge and Assignment of
Savings Account  Agreement to be executed by Borrowers in favor of L/C Issuer as
of the Third  Amendment  Effective  Date as the same may be amended or  modified
from  time to time  under  the terms of which all sums held from time to time in
the Cash  Collateral  Account  are  pledged  in favor of L/C  Issuer  to  secure
repayment of any funding  required under any  outstanding  Letters of Credit,  a
copy of the form of which Cash  Collateral  Pledge  Agreement is marked "Exhibit
M", affixed to the Third Amendment and by this reference incorporated herein and
made a part hereof.

     "Commercial  Letter(s) of Credit"  shall mean a letter or letters of credit
issued by L/C Issuer  pursuant to Section 2.14 of the Credit  Agreement  for the
purpose of  assuring  payment  for goods,  equipment  or  materials  supplied to
Borrower.

     "Commitment  Increase"  shall mean the  increase of the  Maximum  Scheduled
Balance to Twenty Million  Dollars  ($20,000,000.00)  as of the Third  Amendment
Effective Date.

     "Commitment  Increase  Fee" shall have the meaning  set forth in  Paragraph
15(d) of the Third Amendment.

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

     "Excluded  Subdebt  Reduction" shall have the meaning ascribed to such term
in Paragraph 11 of the Third Amendment.

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

     "First  Amendment" shall have the meaning set forth in Recital  Paragraph A
of the Second Amendment.

     "Funded Outstandings" shall mean the unpaid principal amount outstanding on
the Credit  Facility as of any given date of  determination  for Borrowings made
thereunder, not including the amount of any L/C Exposure.

                                       6

<PAGE>

     "Funding  Date"  shall mean each date upon which  Lenders  fund  Borrowings
requested by Borrowers in accordance  with the  provisions of Section 2.03 or at
the request of Agent Bank pursuant to Section 2.14.

     "L/C Agreement(s)"  shall mean collective  reference to the Application and
Agreement for Standby Letter of Credit and Application for Commercial  Letter of
Credit and addendum(s) thereto executed by an Authorized Officer of Borrowers in
favor of L/C Issuer in L/C Issuer's  standard form,  setting forth the terms and
conditions upon which L/C Issuer shall issue a Letter(s) of Credit,  as the same
may be amended or modified from time to time.

     "L/C  Exposure"  shall mean the  aggregate  amount  which L/C Issuer may be
required to fund or is contingently liable for disbursement under all issued and
outstanding Letter(s) of Credit, which amount shall be determined by subtracting
from the  aggregate of the Stated Amount of each such  Letter(s) of Credit,  the
principal  amount of all L/C  Reimbursement  Obligations  which have accrued and
have been fully satisfied as of each date of determination.

     "L/C  Facility"  shall mean the agreement of L/C Issuer to issue Letters of
Credit  subject to the terms and  conditions  and up to the maximum  amounts and
duration as set forth in Section 2.14 of the Credit Agreement.

     "L/C Fee" shall have the meaning set forth in Section 2.07(c) of the Credit
Agreement, as added pursuant to Paragraph 4 of the Third Amendment.

     "L/C  Issuer"  shall mean WFB in its  capacity  as the issuer of Letters of
Credit under the L/C Facility.

     "L/C Reimbursement Obligation(s)" shall mean the obligation of Borrowers to
reimburse  L/C Issuer for  amounts  funded or  disbursed  under a  Letter(s)  of
Credit, together with accrued interest thereon.

     "Letter(s)  of  Credit"  shall mean  collective  reference  to the  Standby
Letter(s) of Credit and/or  Commercial  Letter(s) of Credit, as the case may be,
issued by L/C Issuer on behalf of Borrower, as the same may be extended, renewed
or reissued from time to time.

                                       7

<PAGE>

     "Loan Documents" shall mean collective  reference to the Credit  Agreement,
the Note, the Security  Documentation,  Cash Collateral  Pledge  Agreement,  the
Environmental  Certificate  and all other  documents and  instruments  which may
hereafter  be executed  and  delivered by or on behalf of Borrowers or any other
Person in connection  with the Bank Facilities for the benefit of Banks or Agent
Bank on behalf of the Lenders and/or the L/C Issuer.

     "Maximum  Availability"  shall mean the Maximum  Permitted Balance less the
Aggregate Outstandings.

     "Maximum  Scheduled  Balance"  shall mean the maximum  amount of  scheduled
principal  which may be outstanding on the Credit  Facility from time to time in
the amount of Twenty Million Dollars  ($20,000,000.00) as of the Third Amendment
Effective Date, as reduced from time to time by the Scheduled  Reductions as set
forth on the Aggregate Commitment Reduction Schedule.

     "Note" shall mean the Revolving  Credit Note (Second  Restated),  a copy of
which  is  marked  "Exhibit  A",  affixed  to the  Third  Amendment  and by this
reference  incorporated herein and made a part hereof,  executed by Borrowers on
or before the Third Amendment Effective Date, payable to the order of Agent Bank
on behalf of the Lenders,  evidencing  the Credit  Facility,  as the same may be
amended,  modified,  supplemented,  replaced,  renewed or restated  from time to
time.

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

     "Schedule  of  Lenders'  Proportions  in Credit  Facility"  shall  mean the
Schedule  of Lenders'  Proportions  in Credit  Facility,  a copy of which is set
forth as Schedule 2.01(a),  affixed to the Third Amendment and by this reference
incorporated  herein  and  made a part  hereof,  setting  forth  the  respective
Syndication  Interest and maximum amount to be funded under the Credit  Facility
by each  Lender,  as the same may be  amended or  restated  from time to time in
connection with an Assignment and Assumption Agreement.

     "Second  Amendment" shall have the meaning set forth in Recital Paragraph A
of the Third Amendment.

                                       8

<PAGE>

     "Standby  Letter(s)  of  Credit"  shall  mean a letter or letters of credit
issued by L/C Issuer  pursuant to Section 2.14 of the Credit  Agreement  for the
purpose  of  securing  payment  or  performance  of a  financial  obligation  of
Borrowers,  other than in  connection  with the payment for goods,  equipment or
materials.

     "Stated  Amount"  shall  mean the  maximum  amount  which L/C Issuer may be
required to disburse to the  beneficiary(ies) of a Letter(s) of Credit under the
terms thereof.

     "Stated  Expiry  Date(s)"  shall  mean the date set  forth on the face of a
Letter(s)  of Credit as the date when all  obligations  of L/C Issuer to advance
funds thereunder will terminate, as the same may be extended from time to time.

     "Subordinated  Debt" shall mean collective  reference to: (i) the BGP Note,
(ii) the  unsecured  intercompany  Indebtedness,  owing by WMCKAC and assumed by
WMCKVC,  payable  to the order of  Guarantor  in the  approximate  amount of Six
Million One Hundred Ninety-One Thousand Dollars  ($6,191,000.00)  evidenced by a
Promissory Note dated June 27, 1996, as amended by an Assignment, Assumption and
Amendment Agreement dated as of March 31, 1997, which Subordinated Debt shall be
structurally and contractually  subordinated to the Credit Facility by execution
of the Payment  Subordination  Agreement by Borrowers  and Guarantor in favor of
Agent Bank, and (iii) any other unsecured intercompany Indebtedness owing by any
Borrower to Guarantor which is permitted and incurred in accordance with Section
6.05(f).

     "TFCC Ratio" shall be defined as follows:

     Net profit  after cash taxes,  plus  depreciation  and  amortization,  plus
     Interest  Expense  (accrued  and  capitalized),   less  Distributions  (not
     including the Excluded Subdebt  Reduction) paid, less Non-Financed  Capital
     Expenditures incurred during the period under review,

     Divided by (/)

     Current portion of scheduled principal and actual interest payments on long
     term debt and Capitalized  Lease  Liabilities,  excluding  payments made on
     Subordinated Debt.

     "Third Amendment" shall mean the Third Amendment to Credit Agreement.

     "Third Amendment Effective Date" shall mean September 29, 1998.

                                       9

<PAGE>

     2. Modification of Applicable Margin Matrix. Commencing on the date of this
Third  Amendment,  the definition of Applicable  Margin shall be modified as set
forth in the definition of "Applicable Margin" contained in the Third Amendment.

     3. Amendment of Section 2.04. As of the Third Amendment Effective Date, the
first sentence of Section 2.04 of the Existing Credit  Agreement shall be and is
hereby deleted and the following is substituted as a full restatement thereof:

          "During the Revolving Credit Period, Borrowings, other than Borrowings
     made  at the  request  of  Agent  Bank  for  the  purpose  of  funding  L/C
     Reimbursement  Obligations  as hereinafter  provided,  will only be made so
     long as Borrowers are in full compliance with each of the  requirements and
     conditions precedent set forth in Article III B of the Credit Agreement."

     4. Modification of Section 2.07. As of the Third Amendment  Effective Date,
Section  2.07 of the Credit  Agreement  entitled  "Fees"  shall be and is hereby
amended  by  modifying  Subsection  (b) and  adding  Subsection  (c)  thereto as
follows:

                                       10

<PAGE>

          "b. Borrowers shall pay a quarterly  nonusage fee (the "Nonusage Fee")
     to the Agent Bank for the account of Lenders at the rate of one-half of one
     percent   (0.50%)  per  annum  during  the  period   commencing   with  the
     commencement of the Revolving  Credit Period and continuing until the Third
     Amendment  Effective Date and commencing on the Third  Amendment  Effective
     Date and  continuing  until the Maturity  Date based on the Leverage  Ratio
     calculated with reference to the Borrower  Consolidation,  calculated as of
     each Fiscal  Quarter end, to determine the applicable  Nonusage  Percentage
     determined  as set  forth  in Table  Two of the  definition  of  Applicable
     Margin. As of the Third Amendment Effective Date, the Commitment Percentage
     shall be three eighths of one percent (.375%).

     The Nonusage Fee shall be calculated  as the product of (i) the  applicable
     Nonusage  Percentage  multiplied  by (ii) the daily  average of the Maximum
     Permitted Balance less the daily average of the Funded  Outstandings during
     such Fiscal  Quarter,  computed on the basis of a three hundred sixty (360)
     day year based on the number of actual  days  elapsed.  Each  Nonusage  Fee
     shall be payable in  arrears  on a  quarterly  basis on or before the first
     (1st) day of the third (3rd) month following each applicable Fiscal Quarter
     end  and  on the  Maturity  Date.  Each  Nonusage  Fee  shall  be  promptly
     distributed  by Agent  Bank to Lenders in  proportion  to their  respective
     Syndication Interests in the Credit Facility.

          c. Concurrently with the issuance of each Letter of Credit,  Borrowers
     shall pay an issuance  fee to the L/C Issuer ("L/C Fee") in an amount equal
     to the  Stated  Amount of each such  Letter  of  Credit  multiplied  by two
     percent (2.00%) per annum for the number of days elapsing from the issuance
     date to the Stated  Expiry  Date of each such  Letter of Credit,  but in no
     event shall the L/C Fee be less than Five  Hundred  Dollars  ($500.00)  for
     each  Letter of  Credit.  From  each L/C Fee the  greater  of Five  Hundred
     Dollars ($500.00) or one quarter of one percent (.25%) of the Stated Amount
     of each such Letter of Credit,  calculated on a per annum basis as provided
     hereinabove,  shall be  retained  by L/C Issuer for its own account and the
     balance  of each L/C Fee shall be  promptly  distributed  by Agent  Bank to
     Lenders in  proportion  to their  respective  Syndication  Interests in the
     Credit Facility. All L/C Fees paid by Borrowers are nonrefundable and shall
     be deemed fully earned upon issuance of the applicable Letter of Credit."

                                       11

<PAGE>

     5. Amendment of Section 2.11. As of the Third Amendment Effective Date, the
first sentence of Section 2.11 of the Existing  Credit  Agreement  entitled "Net
Payments"  shall be and is hereby  deleted and the following is substituted as a
full restatement thereof:

          "All  payments  under  the  Credit  Agreement,  the Note  and/or a L/C
     Reimbursement  Obligation  shall  be made  without  set-off,  counterclaim,
     recoupment  or defense of any kind and in such  amounts as may be necessary
     in order that all such payments,  after  deduction or withholding for or on
     account of any future taxes,  levies,  imposts,  duties or other charges of
     whatsoever  nature  imposed  by  the  United  States  or  any  Governmental
     Authority,  other than  franchise  taxes or any tax on or  measured  by the
     gross  receipts or overall net income of any Lender  pursuant to the income
     tax laws of the United States or any State, or the jurisdiction  where each
     Lender's principal office is located (collectively  "Taxes"),  shall not be
     less than the  amounts  otherwise  specified  to be paid  under the  Credit
     Agreement and the Note."

     6.  Addition  of  Letter of Credit  Provisions.  As of the Third  Amendment
Effective Date,  Section 2.14 entitled  "Issuance of Letters of Credit" shall be
and is hereby added to the Credit Agreement as follows:

                                       12

<PAGE>

          "Section 2.14. Issuance of Letters of Credit.

          a. Any  Authorized  Officer of Borrowers may from time to time request
     that a Standby Letter of Credit or Commercial Letter of Credit be issued by
     delivering  to L/C Issuer  (with a telecopy to the Agent Bank) on a Banking
     Business Day, at least five (5) Banking  Business Days prior to the date of
     such proposed issuance, an L/C Agreement in L/C Issuer's then standard form
     (consistent  with the  terms of the  Credit  Agreement),  completed  to the
     satisfaction  of L/C Issuer and such other  certificates  as the L/C Issuer
     may reasonably request;  provided,  however, that no Letter of Credit shall
     be issued (a) if any Default or Event of Default has  occurred  and remains
     continuing,  or (b) if after  giving  effect to the issuance  thereof,  the
     aggregate  Stated Amount of outstanding  Letters of Credit would exceed One
     Million Dollars ($1,000,000.00),  or (c) the Stated Amount of the requested
     Letter of Credit  exceeds the Maximum  Availability.  Each Letter of Credit
     shall be issued by the L/C Issuer on the Banking  Business Day specified in
     the Borrower's  application  therefor.  Each request for a Letter of Credit
     and each  Letter of Credit  shall be subject  to the  Uniform  Customs  and
     Practice  for  Documentary  Credits,   International  Chamber  of  Commerce
     Publication New 1994 Revision No. 500, or any successor publication then in
     effect. Each Standby Letter of Credit will be issued for a term not greater
     than one (1)  year and  shall  not  include  any  provision  for  automatic
     renewal.  Each  Commercial  Letter of Credit  will be issued for a term not
     greater than one hundred  eighty (180) calendar days. In no event shall any
     Letter of Credit  have a Stated  Expiry  Date later than  thirty  (30) days
     prior to the Maturity Date.  Promptly after receipt of each request for the
     issuance  of a Letter  of  Credit  and  immediately  prior to the  issuance
     thereof,  L/C Issuer shall obtain  telephonic  verification from Agent Bank
     that the  amount  of such  request  does  not  exceed  the  then  Available
     Borrowings.  The L/C  Issuer  shall  promptly  notify the Agent Bank of the
     aggregate L/C Exposure of outstanding  Letters of Credit each time there is
     a change therein.

                                       13

<PAGE>

          b. Upon presentation of a draft drawn under any Letter of Credit,  L/C
     Issuer  shall  promptly  notify the Agent Bank and  Borrowers of the amount
     under such draft and the date upon which such draft is to be funded.  On or
     before  two  (2)  Banking  Business  Days  following  such  notice  (unless
     Borrowers have made other arrangements  acceptable to the L/C Issuer to pay
     the amount of such draft in full),  Borrowers  shall  advance to L/C Issuer
     the amount of such draft from Borrowers' available funds or shall request a
     Borrowing  under the Credit  Facility  in an amount  sufficient  to pay the
     amount of such draft in full.  The Agent Bank,  upon  receipt of such funds
     from the Lenders, shall automatically provide such amount to the L/C Issuer
     for  payment of the amount of such draft and the  balance of the  Borrowing
     shall be deposited in immediately available funds to the Designated Deposit
     Account. In the event Borrowers fail to advance to L/C Issuer the amount of
     such draft from Borrowers' available funds or to request a Borrowing within
     two (2)  Banking  Business  Days from  receipt of the  notice as  specified
     above,  on the third (3rd)  Banking  Business  Day  following  Agent Bank's
     receipt of such notice,  Agent Bank shall,  without notice to or consent of
     the Borrowers and without regard to any other conditions  precedent for the
     making of  Borrowings  under the Credit  Facility,  cause a Borrowing to be
     made and funded by the Lenders under the Credit  Facility and Lenders agree
     to fund their  respective  Pro Rata Share of such  Borrowing  in the amount
     necessary to pay the amount of such draft in full.  Upon the  occurrence of
     any  Event  of  Default,  L/C  Issuer  shall,  without  notice  or  further
     authorization  or  consent  of  Borrowers  whatsoever,   be  authorized  to
     immediately cause the Cash Collateral  Account to be established and funded
     by Lenders with a Borrowing  advanced to Agent Bank equal to the  aggregate
     amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer
     in the Cash Collateral  Account shall be held as security for the repayment
     of any L/C  Reimbursement  Obligation  thereafter  arising  pursuant to the
     terms of the L/C  Agreement(s)  and the Cash Collateral  Pledge  Agreement.
     Borrowings  advanced  by  Lenders  to pay  drafts  drawn  upon or to secure
     repayment  of the L/C  Exposure  under  Letters of Credit  pursuant to this

                                       14
<PAGE>

     subsection shall: (i) constitute Borrowings under the Credit Facility, (ii)
     initially be Base Rate Loans and (iii) be subject to all of the  provisions
     of this Credit Agreement  concerning  Borrowings under the Credit Facility,
     except that such Borrowings  shall be made upon demand of the Agent Bank as
     set forth above rather than upon Notice of Borrowing by Borrowers and shall
     be made, notwithstanding anything in this Credit Agreement to the contrary,
     without  regard  to  any  other  conditions  precedent  to  the  making  of
     Borrowings  under the Credit Agreement and  notwithstanding  any Default or
     Event of  Default  thereunder.  All  amounts  paid by L/C Issuer on a draft
     drawn under any Letter of Credit which has not been funded or  concurrently
     reimbursed  by Borrowers  or through a Borrowing  as provided  hereinabove,
     shall bear interest at the Base Rate plus the  Applicable  Margin per annum
     until repaid or reimbursed to L/C Issuer.

          c. Each Lender's obligation to advance Borrowings in the proportionate
     amount  of  its  Syndication   Interest  in  the  Credit  Facility  of  any
     unreimbursed amounts outstanding under any Letter of Credit pursuant hereto
     is several,  and not joint or joint and several.  The failure of any Lender
     to perform its obligation to advance a Borrowing in a proportionate  amount
     of  such  Lender's   Syndication   Interest  of  any  unreimbursed  amounts
     outstanding  under a Letter of Credit will not relieve any other  Lender of
     its  obligation  hereunder to advance such  Borrowing in the amount of such
     other  Lender's  proportionate  Syndication  Interest of such  amount,  nor
     relieve  the  Lender  which has  failed to fund of its  obligation  to fund
     hereunder.  The  Borrowers  agree to accept the  Borrowings  for payment of
     Letters of Credit as provided  hereinabove,  whether or not such Borrowings
     could have been made  pursuant  to the terms of Article  III B or any other
     section of the Credit Agreement.

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<PAGE>

          d.  Letters  of Credit  shall be used and  issued  for the  benefit of
     Borrowers for the general corporate  purposes of Borrowers  relating to the
     Casino Facilities, the Parking Lot Property or the Hicks Property."

     7. Amendment of Paragraph B of Article III Entitled  "Conditions  Precedent
to all  Borrowings".  As of the Third Amendment  Effective Date,  Paragraph B of
Article III of the Existing Credit  Agreement shall be and is hereby deleted and
the following is substituted as a full restatement thereof:

          "B.  Conditions  Precedent to all  Borrowings.  The obligation of each
     Lender and Agent  Bank to make any  Borrowing  requested  to be made on any
     Funding Date,  except Borrowings made upon the demand of Agent Bank for the
     purpose of funding repayment of L/C Reimbursement  Obligations,  is subject
     to the occurrence of each of the following  conditions precedent as of such
     Funding Date:"


     8. Replacement of Minimum Annual EBITDA with Leverage Ratio Covenant. As of
the  Third  Amendment  Effective  Date,  Section  6.01  of the  Existing  Credit
Agreement  entitled "Minimum Annual EBITDA" shall be and is hereby fully amended
and restated in its entirety as follows:

          "Section  6.01.  Leverage  Ratio.  Commencing  on the Third  Amendment
     Effective  Date and  continuing  as of each  Fiscal  Quarter  end until the
     Maturity Date, the Borrower Consolidation shall maintain a maximum Leverage
     Ratio no greater than 3.10 to 1.00.

     9. Restatement of TFCC Ratio Covenant.  As of the Third Amendment Effective
Date,  Section 6.03  entitled  "TFCC Ratio" shall be and is hereby fully amended
and restated in its entirety as follows:

          "Section  6.03.  TFCC  Ratio.  Commencing  as of the  Third  Amendment
     Effective  Date and  continuing  as of each  Fiscal  Quarter  end until the
     Maturity  Date,  the Borrower  Consolidation  shall maintain a minimum TFCC
     Ratio of 1.10 to  1.00.  Each  TFCC  Ratio  calculation  shall be made on a
     cumulative  basis with respect to each  applicable  Fiscal  Quarter and the
     most recently ended three (3) preceding  Fiscal  Quarters on a rolling four
     (4) Fiscal Quarter basis."

                                       16

<PAGE>

     10. Increase of Permitted  Secured Interest Rate Hedges and Indebtedness to
Guarantor. As of the Third Amendment Effective Date, Section 6.05(b) and 6.05(d)
shall be and are hereby fully amended and restated in their entirety as follows:

     "b. Secured  Interest Rate Hedges up to the aggregate amount of Ten Million
Dollars ($10,000,000.00);"

     "d.  Indebtedness  to Guarantor or any Subsidiary or Affiliate of Guarantor
which is not a member  of the  Borrower  Consolidation  shall  not  exceed  Five
Hundred Thousand Dollars ($500,000.00) in the aggregate at any time;"

     11. Subordinated Debt Payment Carve Out for TFCC Calculation.  On and after
the Third Amendment Effective Date and so long as no Default or Event of Default
has occurred and remains continuing,  Borrowers may pre-pay the aggregate amount
of Five Hundred  Thousand Dollars  ($500,000.00)  in principal  reduction on the
Subordinated  Debt (the "Excluded  Subdebt  Reduction"),  which Excluded Subdebt
Reduction shall: (i) be excluded from the TFCC calculation under Section 6.03 as
provided in the amended "TFCC Ratio"  definition set forth in Paragraph 1 of the
Third Amendment, and (ii) not otherwise constitute a Default or Event of Default
under the Credit Agreement.

     12.  Additions to Section 7.02. As of the Third  Amendment  Effective Date,
Section  7.02  entitled  "Default  Remedies"  shall be and is hereby  amended by
adding thereto the additional Subsections (d) and (e) as follows:

     "(d) The L/C Issuer shall, upon receipt of written notice of the occurrence
of an Event of Default,  terminate  its  obligation  to issue  Letters of Credit
and/or any  Letter of Credit  which may be  terminated  in  accordance  with its
terms.  This remedy will be deemed to have been  automatically  exercised on the
occurrence of any event set out in Sections 7.01(f), (g) or (h).

                                       17

<PAGE>

     (e) Agent Bank and/or L/C Issuer may, or at the  direction of the Requisite
Lenders  will,  direct the  Borrowers  to pay (and  Borrowers  hereby agree upon
receipt of such  notice to pay) to the L/C Issuer an amount in Cash equal to the
then  outstanding  L/C Exposure,  such Cash to be held by L/C Issuer in the Cash
Collateral  Account  as  security  for the  repayment  of all L/C  Reimbursement
Obligations thereafter occurring."

     13. Amendment of Section 9.04(b). As of the Third Amendment Effective Date,
the  penultimate  sentence of Section 9.04(b) shall be and is hereby deleted and
the following is substituted as a full restatement thereof:

     "No  Nonusage  Fee or L/C Fees shall  accrue in favor of, or be payable to,
     such Defaulting Lender from the date of any failure to fund Borrowings,  or
     to reimburse  Agent Bank for any  Liabilities  and Costs as herein provided
     until such failure has been cured,  and Agent Bank shall be entitled to (A)
     withhold or setoff, and to apply to the payment of the defaulted amount and
     any  related  interest,  any amounts to be paid to such  Defaulting  Lender
     under the Credit  Agreement,  and (B) bring an action or suit  against such
     Defaulting  Lender in a court of  competent  jurisdiction  to  recover  the
     defaulted amount and any related interest."

     14.  Amendment of Section 10.01. As of the Third Amendment  Effective Date,
Section 10.01 entitled  "Amendments  and Waivers" shall be and is hereby amended
by inserting at the end thereof the following sentence:

     "No  modification  of Section 2.14 shall be made without the consent of the
L/C Issuer."

     15. Conditions  Precedent to Third Amendment Effective Date. The occurrence
of the Third  Amendment  Effective Date is subject to Agent Bank having received
the  following  documents  and  payments,  in each case in a form and  substance
reasonably  satisfactory  to  Agent  Bank,  and the  occurrence  of  each  other
condition precedent set forth below on or before November 5, 1998:

          a.  Due  execution  by  Borrowers,  Guarantor  and  Banks  of four (4)
duplicate originals of this Third Amendment; 

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<PAGE>

          b. Due  execution by Borrowers of the original  Revolving  Credit Note
(Second Restated) and the original Cash Collateral Pledge Agreement;

          c. Corporate  resolutions or other evidence of requisite  authority of
Borrowers and Guarantor, as applicable, to execute the Third Amendment;

          d.  Payment  of a fee in the  amount  of  Fifty-Two  Thousand  Dollars
($52,000.00)  (the  "Commitment  Increase Fee") to Agent Bank to be disbursed by
Agent Bank to Lenders in proportion to their respective Syndication Interests in
the Credit Facility;

          e.  Borrowers  shall have  executed  and  delivered  to Agent Bank any
amendments to the Security Documentation  reasonably requested by Agent Bank for
the purpose of securing  repayment of the Commitment  Increase and shall pay the
costs  of a 110.5  endorsement  or other  applicable  endorsement  to the  Title
Insurance Policy evidencing its continued application to the Credit Facility, as
increased by the Commitment Increase, and to the Security Documentation;

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

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

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

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

                                       19

<PAGE>

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

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

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

     17. Affirmation and Ratification of Continuing Guaranty. Guarantor joins in
the execution of this Third 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 Borrowers' Indebtedness and Obligations
under the Credit  Facility and each of the Loan Documents as modified under this
Third  Amendment,  including,  without  limitation,  all amounts owing under the
Commitment Increase.

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

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

     20.  Counterparts.  This Third  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.

                                       20

<PAGE>

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

     22.  Additional/Replacement  Schedules and Exhibits Attached. The following
additional  and  replacement  Schedules  and Exhibits  are  attached  hereto and
incorporated herein and made a part of the Credit Agreement as follows:

                           Schedule 2.01(a) - Schedule of Lenders' Proportions 
                                              in Credit Facility

                           Schedule 2.01(c) - Aggregate Commitment Reduction 
                                              Schedule

                           Exhibit A -        Revolving Credit Note 
                                              (Second Restated) - Form

                           Exhibit M -        Cash Collateral Pledge 
                                              Agreement - Form

                                       21

<PAGE>

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

                          BORROWERS:

                          WMCK VENTURE CORP.,
                          a Delaware corporation


                          By_/s/Norbert Teufelberger_

                          Name__Norbert Teufelberger_

                          Title__Director____________


                          CENTURY CASINOS CRIPPLE
                          CREEK, INC.,
                          a Colorado corporation


                          By_/s/Norbert Teufelberger_

                          Name__Norbert Teufelberger_

                          Title__Director____________


                          WMCK ACQUISITION
                          CORP., a Delaware
                          corporation


                          By_/s/Norbert Teufelberger_

                          Name__Norbert Teufelberger_

                          Title__Director____________

                                       22
<PAGE>

                          GUARANTOR:

                          CENTURY CASINOS, INC.,
                          a Delaware corporation


                          By_/s/Norbert Teufelberger_

                          Name__Norbert Teufelberger_

                          Title__Director____________


                          BANKS:

                          WELLS FARGO BANK,
                          National Association,
                          Agent Bank, Lender and
                          L/C Issuer


                          By_/s/David_J. Kramer______

                          Name__David J. Kramer______

                          Title__Vice Prresident_____


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