ex10-2.htm


    THIRD AMENDMENT TO CREDIT
AGREEMENT

    


    


    THIS
THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment") is made and entered into
as of the 6th day of
November, 2008, 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, BANKFIRST, a bank organized under the laws of the state of South
Dakota, as the successor of 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"), and WELLS FARGO BANK,
National Association, as administrative and collateral agent for the Lenders
(herein, in such capacity, called the "Agent Bank" and, together with the
Lenders, 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
and by Second Amendment to Credit Agreement dated as of February 28, 2007
(collectively, the "Existing Credit Agreement").

     

    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. Borrower
and Banks desire to make the following additional amendments and modifications
to the Credit Agreement:

     

    
      	
               
      

            	
              (i)

            	
              As
      of the Third Amendment Effective Date, deleting the Agreed Rate as the
      rate of interest accruing on the unpaid balance of principal and
      substituting in place of the Agreed Rate, rates based upon the Prime Rate
      plus the Applicable Margin and rates, to be effective at the option of
      Borrower, based on LIBO Rates plus the Applicable
  Margin;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Providing
      for monthly payments of principal in the amount of Two Hundred Thousand
      Dollars ($200,000.00) each;

            


    

    


    
      
        
        

      

      
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              (iii)

            	
              Restating
      the definitions of Adjusted Fixed Charge Coverage Ratio and Senior
      Leverage Ratio and making provision for Make Well
      Contributions;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Modifying
      the covenant requirements for the Senior Leverage Ratio
      (Section 6.02) and the Adjusted Fixed Charge Coverage Ratio
      (Section 6.03);

            


    

    


    
      	
               
      

            	
              (v)

            	
              Terminating
      the Revolving Credit Facility and the L/C Facility;
  and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Providing
      that no payment of principal or interest shall be permitted on any
      Subordinated Debt that is used to fund a Make Well
      Contribution.

            


    

     

    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 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:

     

    "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 and interest on Subordinated
      Debt actually paid, less (iii) the aggregate amount of Maintenance
      Capital Expenditures to the extent not (a) deducted in the
      determination of Net Income, or (b) financed from the proceeds of
      permitted equity or subordinated indebtedness provided by CCI or any of
      its Subsidiaries that does not constitute a Make Well Contribution, less
      (iv) the aggregate amount of Management Fees paid in
  cash

            


    

    


    Divided by ( ̧)

    


    
      	
               
      

            	
              The
      sum of: (i) actually paid Interest Expense, plus (ii) principal
      payments or reductions (without duplication) required to be made on all
      outstanding Indebtedness (exclusive of any principal payments which may
      accrue, but are unpaid, under any Subordinated Debt and any principal
      prepayments made from the proceeds of Make Well Contributions), plus
      (iii) the current portion of Capitalized Lease Liabilities, in each
      case of (i) through (iii) determined for the fiscal period under
      review.

            


    

    


    
      
        
        

      

      
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    "Applicable Margin" means for any Prime
Rate Loan or LIBOR Loan, six and one-half percent (6.50%) per annum to be added
to the Prime Rate or the applicable LIBO Rate, as the case may be.

    


    "Banking Business Day" means (a) with
respect to any payment or rate determination of LIBOR Loans, a day, other than a
Saturday or Sunday, on which Agent Bank is open for business in San Francisco,
California and on which dealings in Dollars are carried on in the London
interbank market, and (b) for all other purposes any day excluding
Saturday, Sunday and any day which is a legal holiday under the laws of the
States of California and/or Nevada, or is a day on which banking institutions
located in California and/or Nevada are required or authorized by law or other
governmental action to close.

    


    "Breakage Charges" shall have the
meaning set forth in Section 2.07(c) of the Credit Agreement.

    


    "Compliance Certificate" shall mean a
compliance certificate as described in Section 5.08(c) substantially in the
form of "Exhibit F", affixed to the Third 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.

    


    "Continuation/Conversion Notice" shall
mean a notice of continuation of or conversion to a LIBOR Loan and certificate
duly executed by an Authorized Officer of Borrower, substantially in the form of
that certain exhibit marked "Exhibit S", affixed to the Third
Amendment and by this reference incorporated herein and made a part
hereof.

    


    "Convert, Conversion and Converted"
shall refer to a continuation of a particular interest rate basis or conversion
of one interest rate basis to another pursuant to Section 2.05(b) of the
Credit Agreement as set forth in Paragraph 4 of the Third
Amendment.

    


    
      
        
        

      

      
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    "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.

    


    "C/T Loan" shall mean the term loan in
the amount of Eighteen Million Dollars ($18,000,000.00) to be repaid in
accordance with the terms and conditions set forth in the Credit Agreement and
the C/T Note.

    


    "C/T Note" shall mean the Amended and
Restated Term Promissory Note, a copy of which is marked "Exhibit A",
affixed to the Third Amendment and by this reference incorporated herein and
made a part hereof, to be executed by Borrower as of the Third Amendment
Effective Date, payable to the order of Agent Bank on behalf of the Lenders,
evidencing the C/T Loan, as the same may be amended, modified, supplemented,
replaced, renewed or restated from time to time, which Amended and Restated Term
Promissory Note shall fully amend, restate and supercede the Construction and
Term Promissory Note dated November 18, 2005, in the principal amount of
Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000.00), executed by
Borrower, payable to the order of Agent Bank.

    


    "C/T Principal Prepayments" shall have
the meaning set forth in Section 2.07(a).

    


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

    


    "Interest Period(s)" shall have the
meaning set forth in Section 2.05(c) of the Credit Agreement.

     

    "Interest
Rate Option" shall have the meaning ascribed to such term in
Section 2.05(a) of the Credit Agreement.

    


    "LIBO Rate" means, relative to any
Interest Period for any LIBOR Loan, the greater of (a) three and
three-quarters percent (3.75%) per annum, or (b) the per annum rate
(reserve adjusted as hereinbelow provided) of interest quoted by Agent Bank,
rounded upwards, if necessary, to the nearest one-sixteenth of one percent
(0.0625%) at which Dollar deposits in immediately available funds are offered to
Agent Bank by leading banks in the London interbank market at approximately
11:00 a.m. London, England time two (2) Banking Business Days prior to the
beginning of such Interest Period, for delivery on the first day of such
Interest Period for a period approximately equal to such Interest Period and in
an amount equal or comparable to the LIBOR Loan to which such Interest Period
relates.  The foregoing rate of interest shall be reserve adjusted by
dividing the applicable LIBO Rate by one (1.00) minus the LIBOR Reserve
Percentage, with such quotient to be rounded upward to the nearest whole
multiple of one-hundredth of one percent (0.01%).  All references in
this Credit Agreement or other Loan Documents to a LIBO Rate include the
aforesaid reserve adjustment.

    


    
      
        
        

      

      
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    "LIBOR Loan" shall mean each portion of
the total unpaid principal under the C/T Loan which bears interest at a rate
determined by reference to the LIBO Rate plus the Applicable
Margin.

    


    "LIBOR Reserve Percentage" means,
relative to any Interest Period for LIBOR Loans made by any Lender, the reserve
percentage (expressed as a decimal) equal to the actual aggregate reserve
requirements (including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transactional adjustments or other
scheduled changes in reserve requirements) announced within Agent Bank as the
reserve percentage applicable to Agent Bank as specified under regulations
issued from time to time by the Federal Reserve Board.  The LIBOR
Reserve Percentage shall be based on Regulation D of the Federal Reserve Board
or other regulations from time to time in effect concerning reserves for
"Eurocurrency Liabilities" from related institutions as though Agent Bank were
in a net borrowing position.

    


    "Make Well Contributions" shall mean
Equity Contributions and/or Subordinated Debt received by the Borrower which
shall be deducted from Senior Funded Debt as of the most recently ended Fiscal
Quarter end so long as such Equity Contributions and/or Subordinated Debt are:
(i) received by the Borrower in Cash, and (ii) used  by the
Borrower to make a principal reduction on the C/T Loan after the end of the most
recently ended Fiscal Quarter for which such Make Well Contribution will be
deducted from Senior Funded Debt but no later than the earlier to occur of
(x) the forty-fifth (45th) day following such Fiscal Quarter end, or
(y) the date upon which the Compliance Certificate submitted by the
Borrower for such Fiscal Quarter is delivered to Agent Bank.

    


    "Maturity Date" shall mean
November 22, 2011.

    


    "Prime Rate Loan" shall mean reference
to that portion of the unpaid principal balance of the C/T Loan bearing interest
with reference to the Prime Rate, plus the Applicable Margin.

    


    "Scheduled Term Amortization Payments"
shall mean Two Hundred Thousand Dollars ($200,000.00) each calendar month, which
is the amount by which the C/T Loan is required to be reduced on each Term
Payment Date.

    


    "Senior Funded Debt" shall mean with
reference to the Borrower for any period the Funded C/T Outstandings as of the
last day of such period, plus the total of both the long-term and current
portions (without duplication) of all other interest bearing Indebtedness
(including Contingent Liabilities, but excluding Subordinated Debt and accrued
but unpaid Management Fees) and Capitalized Lease Liabilities, in each instance
determined as of the last day of such Fiscal Period.

    


    
      
        
        

      

      
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    "Senior Leverage Ratio" as of the end
of any Fiscal Quarter shall mean the ratio resulting by dividing (a) Senior
Funded Debt for the Fiscal Quarter under review, less the aggregate amount of
any Make Well Contribution applicable to the end of such Fiscal Quarter by (b)
the sum of EBITDAM for the Fiscal Quarter under review plus EBITDAM for each of
the most recently ended three (3) preceding Fiscal Quarters.

    


    "Term Payment Date" shall mean the last
day of each and every calendar month commencing on October 31, 2008 and
continuing on the last day of each consecutive month thereafter until the
Maturity Date.

    


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

    


    "Third Amendment Effective Date" shall
mean September 30, 2008, subject to the occurrence and full satisfaction of
each of the conditions precedent set forth in Paragraph 8 of the Third
Amendment have been fully satisfied.

     

    2. Restatement of Certain
Definitions.  On and after the Third Amendment Effective Date,
the definitions of "Adjusted Fixed Charge Coverage Ratio", "C/T Loan", "C/T
Note", "Compliance Certificate", "Scheduled Term Amortization Payments", "Senior
Funded Debt", "Senior Leverage Ratio", and "Term Payment Date" shall be deemed
fully amended and restated by the definitions set forth in the Third
Amendment.

     

    3. Termination of Revolving
Credit Facility and L/C Facility.  As of the Third Amendment
Effective Date, each of the Revolving Credit Facility and the L/C Facility shall
be irrevocably terminated and of no further force or effect and Revolving
Facility Termination shall be deemed to have occurred.

     

    4. Restatement of Article
II.  On the Third Amendment Effective Date, Article II of the
Existing Credit Agreement shall be and is hereby restated and amended to read in
its entirety as follows:

     

    
      
        
        

      

      
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    "ARTICLE II

    


    AMOUNT AND TERMS OF THE C/T
LOAN

    


    Section
2.01.  The
C/T Loan.

    


    a.           Subject
to the conditions and upon the terms set forth in the Credit Agreement and in
accordance with the terms and provisions of the C/T Note, Lenders severally
agree to continue the C/T Loan to the Maturity Date.

    


    b.           Borrower
may not reborrow any amounts repaid or prepaid on the C/T Loan, provided,
however, amounts of Funded C/T Outstandings bearing interest with reference to a
LIBO Rate shall be subject to Breakage Charges incident to prepayment as
provided in Section 2.07(c) hereinbelow and such prepayment may only be
made upon three (3) Banking Business Days prior written notice to Agent Bank
with sufficient copies for distribution to each of the Lenders.

    


    Section
2.02.  Term
of C/T Loan.  The C/T Loan, as revised in the Third Amendment,
shall be for a term commencing on the Third Amendment Effective Date and
terminating on the Maturity Date, on which date the entire outstanding balance
of the C/T Loan shall be fully paid and Bank Facilities Termination shall
occur.

    


    Section
2.03.  The
C/T Note and Scheduled Amortization.

    


    a.           The
C/T Loan shall be evidenced by the C/T Note dated as of the Third Amendment
Effective Date and shall bear interest and be due and payable to Agent Bank on
behalf of the Lenders as provided in the Credit Agreement, a copy of which C/T
Note is marked "Exhibit A", affixed to the Third Amendment and by this
reference incorporated herein and made a part hereof as though fully set forth
verbatim.  Agent Bank shall record the date and amount of each
repayment of principal made thereunder by Borrower, together with the applicable
Interest Period in the case of portions of the unpaid principal under the C/T
Loan bearing interest with reference to a LIBO Rate, and the entry of such
records shall be conclusive absent manifest error; provided, however, the
failure to make such a record or notation with respect to any repayment thereof,
or an error in making such a record or notation, shall not limit or otherwise
affect the obligations of Borrower hereunder or under the C/T Note.

    


    
      
        
        

      

      
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    b.           Commencing
on October 31, 2008 and continuing on each Term Payment Date thereafter
until the Maturity Date, the Scheduled Term Amortization Payments in the amount
of Two Hundred Thousand Dollars ($200,000.00) each shall be made on each of the
Term Payment Dates.

    


    c.           All
principal prepayments, including Make Well Contributions, 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.

    


    Section
2.04.  Intentionally omitted.

    


    Section
2.05.  Interest Rate
Options.

    


    a.           Commencing
on the Third Amendment Effective Date, Interest shall accrue on the entire
outstanding principal balance at a rate per annum equal to the Prime Rate plus
the Applicable Margin, unless Borrower elects pursuant to Section 2.05(c)
hereinbelow to have interest accrue on a portion or portions of the outstanding
principal balance at a LIBO Rate ("Interest Rate Option"), in which case
interest on such portion or portions shall accrue at a rate per annum equal to
such LIBO Rate plus the Applicable Margin, as long as: (i) each such LIBOR
Loan is in a minimum amount of Two Hundred Thousand Dollars ($200,000.00) and in
minimum increments of One Hundred Thousand Dollars ($100,000.00) in excess
thereof, and (ii) no more than three (3) LIBOR Loans may be outstanding at
any one time.  Interest accrued on each Prime Rate Loan and on each
LIBOR Loan shall be due and payable on the first day of the month following the
Third Amendment Effective Date, on the first day of each successive month
thereafter, and on the Maturity Date.  Except as qualified above, on
and after the Third Amendment Effective Date, the outstanding principal balance
hereunder may be a Prime Rate Loan or one or more LIBOR Loans, or any
combination thereof, as Borrower shall specify.

    


    b.           At
any time and from time to time, Borrower may Convert from one Interest Rate
Option to another Interest Rate Option by giving irrevocable notice to Agent
Bank of such Conversion by 10:00 a.m., on a day which is at least three (3)
Banking Business Days prior to the proposed date of such Conversion to each
LIBOR Loan or two (2) Banking Business Days prior to the proposed date of such
Conversion to each Prime Rate Loan.  Each such notice shall be made by
an Authorized Officer by telephone or facsimile and thereafter immediately
confirmed in writing by delivery to Agent Bank of a Continuation/Conversion
Notice specifying the date of such Conversion, the amounts to be so Converted
and the initial Interest Period if the Conversion is to a LIBOR
Loan.  Upon receipt of such Continuation/Conversion Notice, Agent Bank
shall promptly set the applicable interest rate (which in the case of a LIBOR
Loan shall be the LIBO Rate plus the Applicable Margin as of the second Banking
Business Day prior to the first day of the applicable Interest Period) and the
applicable Interest Period if the Conversion is to a LIBOR Loan and shall
confirm the same in writing to Borrower and Lenders.  Each Conversion
shall be on a Banking Business Day.  No LIBOR Loan shall be converted
to a Prime Rate Loan or renewed on any day other than the last day of the
current Interest Period relating to such amounts outstanding unless Borrower pay
any applicable Breakage Charges.  If Borrower fails to give a
Continuation/Conversion Notice for the continuation of a LIBOR Loan as a LIBOR
Loan for a new Interest Period in accordance with this Section 2.05(b),
such LIBOR Loan shall automatically become a Prime Rate Loan at the end of its
then current Interest Period.

    


    
      
        
        

      

      
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    c.           Each
interest period (each individually an "Interest Period" and collectively the
"Interest Periods") for a LIBOR Loan shall commence on the date such LIBOR Loan
is made or the date of Conversion of any amount or amounts of the outstanding
Borrowings hereunder to a LIBOR Loan, as the case may be, and shall end on the
date which is either one (1) or three (3) months thereafter at the election of
Borrower.  However, no Interest Period may extend beyond the Maturity
Date.  Each Interest Period for a LIBOR Loan shall commence and end on
a Banking Business Day.  If any Interest Period would otherwise expire
on a day which is not a Banking Business Day, the Interest Period shall be
extended to expire on the next succeeding Banking Business Day, unless the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the immediately
preceding Banking Business Day.

    


    d.           The
applicable LIBO Rate and Prime Rate shall be determined by the Agent Bank, and
notice thereof shall be given promptly to Borrower and Lenders.  Each
determination of the applicable Prime Rate and LIBO Rate shall be conclusive and
binding upon the Borrower, in the absence of manifest or demonstrable
error.  The Agent Bank shall, upon written request of Borrower or any
Lender, deliver to Borrower or such Lender, as the case may be, a statement
showing the computations used by the Agent Bank in determining any rate
hereunder.

    


    
      
        
        

      

      
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    e.           Computation
of interest on all Prime Rate Loans and on all LIBOR Loans shall be calculated
on the basis of a year of three hundred sixty (360) days and the actual number
of days elapsed.  The applicable Prime Rate shall be effective the
same day as a change in the Prime Rate is announced by WFB as being
effective.

    


    f.           If
with respect to any Interest Period, (a) the Agent Bank reasonably determines
(which determination shall be binding and conclusive on Borrower) that by reason
of circum­stances affecting the inter-bank eurodollar market adequate and
reasonable means do not exist for ascertaining the applicable LIBO Rate, or
(b) Requisite Lenders advise Agent Bank that the LIBO Rate as determined by
Agent Bank will not adequately and fairly reflect the cost to such Lenders of
maintaining or funding, for such Interest Period, a LIBOR Loan, then so long as
such circumstances shall continue:  (i) Agent Bank shall promptly
notify Borrower thereof, (ii) the Agent Bank shall not be under any
obligation to make a LIBOR Loan or Convert a Prime Rate Loan into a LIBOR Loan
for which such circumstances exist, and (iii) on the last day of the then
current Interest Period, the LIBOR Loan for which such circumstances exist
shall, unless then repaid in full, automatically Convert to a Prime Rate
Loan.

    


    g.           Notwithstanding
any other provisions of the C/T Note or the Credit Agreement, if, after the
Third Amendment Effective Date any law, rule, regulation, treaty, interpretation
or directive (whether having the force of law or not) or any change therein
shall make it unlawful for any Lender to make or maintain LIBOR Loans, (i) the
commitment and agreement to maintain LIBOR Loans as to such Lender shall
immediately be suspended, and (ii) unless required to be terminated earlier,
LIBOR Loans as to such Lender, if any, shall be Converted on the last day of the
then current Interest Period applicable thereto to a Prime Rate
Loan.  If it shall become lawful for such Lender to again maintain
LIBOR Loans, then Borrower may once again as to such Lender request Conversions
to the LIBO Rate.

    


    Section
2.06.  Security for the
Bank
Facilities.  The Security Documentation shall secure the due
and punctual payment and performance of the terms and provisions of this Credit
Agreement, the C/T Note and all of the other Loan Documents.

    


    
      
        
        

      

      
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    Section
2.07.  Place
and Manner of Payment.

    


    a.           All
amounts payable by Borrower to the Lenders shall be made to Agent Bank on behalf
of Lenders pursuant to the terms of this Credit Agreement and the C/T Note and
shall be made on a Banking Business Day in lawful money of the United States of
America and in immediately available funds.  In addition to the
Scheduled Term Amortization Payments and prepayments from the proceeds of Make
Well Contributions, Borrower may make prepayments ("C/T Principal Prepayments")
of the outstanding balance of principal owing under the C/T Note no more
frequently than three (3) such C/T Principal Prepayments during each calendar
month.  Each such C/T Principal Prepayment shall be in a minimum
amount of One Hundred Thousand Dollars ($100,000.00) (or, if less, the
outstanding principal amount of the C/T Loan) and in increments of Ten Thousand
Dollars ($10,000.00) in excess thereof.

    


    b.           All
such amounts payable by Borrower shall be made to Agent Bank at its office
located at Wells Fargo Bank, Syndications Division, 201 Third Street,
Eighth Floor, San Francisco, California 94103, or at such other address as may
be directed in writing by Agent Bank from time to time and shall be designated
as payments on the C/T Loan.  If such payment is received by Agent
Bank prior to 11:00 a.m., Agent Bank shall credit Borrower with such payment on
the day so received and shall promptly disburse to the Lenders on the same day
the Pro Rata Share of payments in immediately available funds.  If
such payment is received by Agent Bank after 11:00 a.m., Agent Bank shall credit
Borrower with such payment as of the next Banking Business Day and disburse to
the Lenders on the next Banking Business Day such Pro Rata Share of such payment
in immediately available funds.  Any payment on the C/T Loan made by
Borrower to Agent Bank pursuant to the terms of this Credit Agreement for the
account of Lenders shall constitute payment to the appropriate
Lenders.  If the C/T Loan or any payment required to be made thereon
or hereunder, is or becomes due and payable on a day other than a Banking
Business Day, the due date thereof shall be extended to the next succeeding
Banking Business Day and interest thereon shall be payable at the then
applicable rate during such extension.

    


    c.           The
outstanding principal owing under the C/T Loan may, subject to
Section 2.07(a), be prepaid at any time in whole or in part without
penalty, provided, however, that any portion or portions of the unpaid principal
balance which is accruing interest at a LIBO Rate may only be prepaid on the
last day of the applicable Interest Period unless Borrower gives three (3) days
prior written notice to Agent Bank and additionally pay concurrently with such
prepayment such additional amount or amounts as will compensate Lenders for any
losses, costs or expenses which they may incur as a result of such payment,
including, without limitation, any loss (including loss of anticipated profits),
cost or expense incurred by the liquidation or reemployment of deposits or other
funds acquired by such Lender to fund or maintain such LIBOR Loan ("Breakage
Charges").  A certificate of a Lender as to amounts payable hereunder
shall be conclusive and binding on Borrower for all purposes, absent manifest or
demonstrable error.  Any calculation hereunder shall be made on the
assumption that each Lender has funded or will fund each LIBOR Loan in the
London interbank market; provided that no
Lender shall have any obligation to actually fund any LIBOR Loan in such
manner.

    


    
      
        
        

      

      
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    d.           Unless
the Agent Bank receives notice from an Authorized Officer prior to the date on
which any payment is due to the Lenders that Borrower will not make such payment
in full as and when required, the Agent Bank may assume that Borrower has made
such payment in full to the Agent Bank on such date in immediately available
funds and the Agent Bank may (but shall not be so required), in reliance upon
such assumption, distribute to each Lender on such due date an amount equal to
the amount then due such Lender.  If and to the extent Borrower has
not made such payment in full to the Agent Bank, each Lender shall repay to the
Agent Bank on demand such amount distributed to such Lender, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Lender until the date repaid.

    


    e.           If,
other than as expressly provided elsewhere herein, any Lender shall obtain any
payment with respect to the Bank Facilities (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its
Syndication Interest, such Lender shall immediately (a) notify the Agent Bank of
such fact, and (b) purchase from the other Lenders such participations in
the Bank Facilities as shall be necessary to cause such purchasing Lender to
share the excess payment with each of them in proportion to their respective
Syndication Interests; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's
required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so
recovered.  Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment with respect to such participation as fully
as if such Lender were the direct creditor of Borrower in the amount of such
participation.  The Agent Bank will keep records (which shall be
conclusive and binding in the absence of manifest or demonstrable error) of each
participation purchased under this section and will in each case notify the
Lenders following any such purchases or repayments.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Sections
2.08 through 2.12.  Intentionally omitted.

    


    Section
2.13.  Fees.  On
or before the Closing Date and on each other applicable date, Borrower shall pay
to Agent Bank the fees as required in the Fee Side Letter, each of such fees to
be retained by Agent Bank or distributed to Lenders as set forth in the Fee Side
Letter.

    


    Section
2.14.  Late
Charges and Default Rate.

    


    a.           If
any payment due under the C/T Note is not paid within three (3) Banking Business
Days after receipt by Borrower of written notice of such nonpayment from Agent
Bank, Borrower promise to pay a late charge in the amount of four percent (4.0%)
of the amount of such delinquent payment and Agent Bank need not accept any late
payment made unless it is accompanied by such four percent (4%) late payment
charge.  Any late charge shall be paid to Lenders in proportion to
their respective Syndication Interests.

    


    b.           In
the event of the existence of an Event of Default, commencing on the first (1st)
Banking Business Day following the receipt by Borrower of written notice of the
occurrence of such Event of Default from Agent Bank, the total of the unpaid
balance of the principal and the then accrued and unpaid interest owing under
the C/T Note shall commence accruing interest at a rate equal to four percent
(4.0%) over the rates of interest otherwise applicable to such C/T Note (the
"Default Rate") until all Events of Default which may exist have been cured, at
which time the interest rate shall revert to the rates of interest otherwise
accruing pursuant to the terms of such C/T Note.

    


    c.           In
the event of the occurrence of an Event of Default, Borrower agrees to pay all
reasonable costs of collection, including the reasonable attorneys' fees
incurred by Agent Bank, in addition to and at the time of the payment of such
sum of money and/or the performance of such acts as may be required to cure such
Event of Default.  In the event legal action is commenced for the
collection of any sums owing hereunder or under the terms of the C/T Note, the
Borrower agrees that any judgment issued as a consequence of such action against
Borrower shall bear interest at a rate equal to the Default Rate until fully
paid.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
2.15.  Net
Payments.  All payments under this Credit Agreement and the C/T
Note 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 any Governmental
Authority, 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 this Credit Agreement and the C/T Note.  A
certificate as to any additional amounts payable to the Lenders under this
Section 2.15 submitted to the Borrower by the Lenders shall show in reasonable
detail an accounting of the amount payable and the calculations used to
determine in good faith such amount and shall be conclusive absent manifest or
demonstrable error.  Any amounts payable by the Borrower under this
Section 2.15 with respect to past payments shall be due within thirty (30) days
following receipt by the Borrower of such certificate from the Lenders; any such
amounts payable with respect to future payments shall be due within thirty (30)
days after demand with such future payments.  With respect to each
deduction or withholding for or on account of any Taxes, the Borrower shall
promptly furnish to the Lenders such certificates, receipts and other documents
as may be required (in the reasonable judgment of the Lenders) to establish any
tax credit to which the Lenders may be entitled.

    


    Section
2.16.  Increased
Costs.  If after the date hereof the adoption, or any change
in, of any applicable law, rule or regulation relating to LIBOR Loans (including
without limitation Regulation D of the Board of Governors of the Federal
Reserve System and any successor thereto), or any change in the interpretation
or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender with any request or directive relating to LIBOR Loans
(whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency:

    


    a.           Shall
subject any Lender to any tax, duty or other charge with respect to LIBOR Loans,
the C/T Note or such Lender's obligation to make any LIBOR Loans, or shall
change the basis of taxation of payments to such Lender of the principal of, or
interest on, LIBOR Loans or any other amounts due under the C/T Note in respect
of LIBOR Loans or such Lender's obligation to fund LIBOR Loans (except for
changes in the rate of tax on the overall net income of such Lender imposed by
the United States or any Governmental Authority pursuant to the income tax laws
of the United States or any State, or the jurisdiction where each Lender's
principal office is located); or

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    b.           With
respect to any LIBOR Loan, shall impose, modify or deem applicable any reserve
imposed by the Board of Governors of the Federal Reserve System, special
deposit, capitalization, capital adequacy or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender;
or

    


    c.           Shall
impose on any Lender any other condition affecting LIBOR Loans, the C/T Note or
such Lender's obligation to make any LIBOR Loans;

    


    and the
result of any of the foregoing is to increase the cost to (or in the case of
Regulation D or reserve requirements referred to above or a successor
thereto, to impose a cost on) such Lender (or any Eurodollar office of such
Lender) of making or maintaining LIBOR Loans, or to reduce the rate of return on
capital of the Lender or the amount of any sum received or receivable by such
Lender under the C/T Note, then within ten (10) days after demand by such
Lender (which demand shall be accompanied by a certificate setting forth the
basis of such demand), the Borrower shall pay directly to such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost (or in the case of Regulation D or reserve requirements or capital
adequacy referred to above or a successor thereto, such costs which may be
imposed upon such Lender) or such reduction of the rate of return on capital or
of any sum received or receivable under the C/T Note.  Each Lender
agrees to use its reasonable efforts to minimize such increased or imposed costs
or such reduction.

    


    Section
2.17.  Mitigation;
Exculpation.  Each Lender agrees that it will promptly notify
the Borrower in writing upon its becoming aware that any payments are to become
due to it under the Credit Agreement pursuant to Section 2.15 or
2.16.  Each Lender further agrees that it will use reasonable efforts
not materially disadvantageous to it (in its reasonable determination) in order
to avoid or minimize, as the case may be, the payment by the Borrower of any
additional amounts pursuant to Section 2.15 or 2.16.  Each Lender
represents, to the best of its knowledge, that as of the Third Amendment
Effective Date no such amounts are payable.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Section
2.18.  Guaranty
Agreement.  As additional security for the due and punctual
payment and performance of the C/T Loan and each of the terms, covenants,
representations, warranties and provisions herein contained and contained in
each of the Loan Documents, Guarantor has executed and delivered the Guaranty, a
copy of which is marked "Exhibit Q", affixed to the First Amendment and by
this reference incorporated herein and made a part hereof.  Borrower
waives any rights which it might otherwise have under Colorado Revised Statutes
§§ 13-50-102 or 13-50-103 (or under any corresponding future statute or rule of
law in any jurisdiction) by reason of any release of the
Guarantor."

     

    5. Restatement of Senior
Leverage Ratio Covenant.  As of the Third 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 retroactively as of the Fiscal Quarter
      ending September 30, 2008 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 Quarter ending September 30, 2008 through the Fiscal
      Quarter ending June 30, 2009

            	
              4.25
      to 1.00

            
	
              As
      of the Fiscal Quarter ending September 30, 2009 through the Fiscal
      Quarter ending December 31, 2009

            	
               

               

              4.00
      to 1.00

            
	
              As
      of the Fiscal Quarter ending March 31, 2010

            	
               

              3.75
      to 1.00

            
	
              As
      of the Fiscal Quarter ending June 30, 2010

            	
               

              3.50
      to 1.00

            
	
              As
      of the Fiscal Quarter ending September 30, 2010

            	
               

              3.25
      to 1.00

            
	
              As
      of the Fiscal Quarter ending December 31, 2010

            	
               

              3.00
      to 1.00

            
	
              As
      of the Fiscal Quarters ending March 31, 2011 and June 30,
      2011

            	
               

              2.75
      to 1.00

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

            	
                
      2.50 to 1.00"

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    6. Restatement of Adjusted
Fixed Charge Coverage Ratio Covenant.  As of the Third
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.  As of the Fiscal Quarters ending
      December 31, 2009 and March 31, 2010, the Borrower shall
      maintain an Adjusted Fixed Charge Coverage Ratio no less than 1.10 to
      1.00.  Commencing as of the Fiscal Quarter ending June 30,
      2010 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 1.15 to 1.00.  For purposes of clarity, there
      shall be no minimum Adjusted Fixed Charge Coverage Ratio requirement for
      the Fiscal Quarter ending September 30, 2008 through the Fiscal
      Quarter ending September 30, 2009."

            


    

     

    7. Addition to Restriction on
Distributions.  As of the Third Amendment Effective Date,
Section 6.06 of the Existing Credit Agreement (as restated in the Second
Amendment) shall be and is hereby amended by adding a Subsection (c) thereto, as
follows:

     

    "c.           Notwithstanding
the provisions set forth in Subsection (b) of Section 6.06, until the
occurrence of Bank Facilities Termination, no payments of interest or principal
shall be permitted, directly or indirectly, on any Subordinated Debt that is
funded for the purpose of making a Make Well Contribution to
Borrower."

     

     

    8. Conditions Precedent to
Third Amendment Effective Date.  The occurrence of the Third
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 subsequent set forth below on or before
November 7, 2008:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    b. Due
execution by Borrower of an original Amended and Restated Term Promissory
Note;

     

    c. Payment
of a non-refundable fee in the amount of Ninety Thousand Dollars ($90,000.00)
(the "Third Amendment Fee") to Agent Bank on behalf of the Lenders that have
consented in writing to this Third Amendment, to be distributed to such
consenting Lenders in proportion to their respective Pro Rata Shares with the
Pro Rata Share applicable to the non-consenting Lender to be retained by Agent
Bank;

     

    d. Payment
to Agent Bank for the pro rata account of the Lenders of any Nonusage Fee owing
under the Revolving Credit Facility as of the Third Amendment Effective
Date;

     

    e. Reimbursement
to Agent Bank by Borrower for all reasonable fees and out-of-pocket expenses
incurred by Agent Bank in connection with the Third Amendment, 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

     

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

     

     

    9. 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 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 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;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

     

    10. Affirmation and Ratification
of Continuing Guaranty.  CCI 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 Borrower's Indebtedness and Obligations under the Bank
Facilities and each of the Loan Documents as modified pursuant to the Third
Amendment.

     

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

     

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

     

    13. 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.

     

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

     

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

     

    Exhibit A - C/T Note -
Form

    


    Exhibit F - Compliance Certificate –
Form

    


    Exhibit S - Continuation/Conversion
Notice - Form


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    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 Third
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

            


    


    
      
        
           

        

         


      

      
        S-1

        
          

        

      

      
         


      

    


    


    
      	 
      	
              AGENT
      BANK:

               

              WELLS
      FARGO BANK,

              National
      Association,

              Agent
      Bank, on behalf of the

              Lenders
      and L/C Issuer

               

               

              By /s/ Erna
      Stuckey

                   Erna
      Stuckey,

                   Vice
      President

            


    

    


    



    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    



    EXHIBIT
A

    TO

    THIRD
AMENDMENT TO CREDIT AGREEMENT

    


    


    AMENDED AND
RESTATED

    TERM PROMISSORY
NOTE

    (C/T
Note)

    


    $18,000,000.00

    November
6, 2008

    


    


    FOR VALUE
RECEIVED, the undersigned, CC TOLLGATE LLC, a Delaware limited liability company
(the "Borrower") promises to pay to the order of WELLS FARGO BANK, National
Association, as Agent Bank on behalf of itself and the other Lenders as defined
and described in the Credit Agreement described hereinbelow (each, together with
their respective successors and assigns, individually being referred as a
"Lender" and collectively as the "Lenders") the principal amount of Eighteen
Million Dollars ($18,000,000.00), together with interest on the principal
balance outstanding from time to time at the rate or rates set forth in the
Credit Agreement.

     

    A. Incorporation of Credit
Agreement.

     

    1. Reference
is made to the Credit Agreement dated as of November 18, 2005, as amended by
First Amendment to Credit Agreement dated as of June 28, 2006, by Second
Amendment to Credit Agreement dated as of February 28, 2007, and by Third
Amendment to Credit Agreement dated concurrently herewith (the "Credit
Agreement"), executed by and among the Borrower, the Lenders therein named, and
Wells Fargo Bank, National Association as administrative and collateral agent
for the Lenders (the "Agent").  Terms defined in the Credit Agreement
and not otherwise defined herein are used herein with the meanings defined for
those terms in the Credit Agreement.  This Amended and Restated Term
Promissory Note is a restatement, of and supercedes in its entirety, the
Construction and Term Promissory Note dated November 18, 2005, for the purpose
of evidencing the continuance of the outstanding principal balance thereunder
and shall constitute the C/T Note ("C/T Note") referred to in the Credit
Agreement, and any holder hereof is entitled to all of the rights, remedies,
benefits and privileges provided for in the Credit Agreement as originally
executed or as it may from time to time be supplemented, modified or
amended.  Upon the occurrence of the Third Amendment Effective Date,
as defined in the Third Amendment to Credit Agreement, and the execution and
delivery of this Amended and Restated Term Promissory Note, the Construction and
Term Promissory Note dated November 18, 2005, shall be void and of no
further force or effect.  The Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events upon the terms and conditions therein
specified.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2. The
outstanding principal indebtedness evidenced by this C/T Note shall be payable
as provided in the Credit Agreement and in any event on the Maturity Date as
defined and described in the Credit Agreement.

     

    3. Interest
shall be payable on the outstanding daily unpaid principal amount of the C/T
Loan commencing as of the Third Amendment Effective Date and continuing until
payment in full and shall accrue and be payable at the rates and on the dates
set forth in the Credit Agreement both before and after Default and before and
after maturity and judgment, with interest on overdue interest at the Default
Rate, to the fullest extent permitted by applicable law.

     

    4. The
amount of each payment hereunder shall be made to the Agent Bank at the Agent
Bank's office as specified in the Credit Agreement for the account of the
Lenders at the time or times set forth therein, in lawful money of the United
States of America and in immediately available funds.

     

    B. Default.  The
"Late Charges and Default Rate" provisions contained in Section 2.14 and
the "Events of Default" provisions contained in Article VII of the Credit
Agreement are hereby incorporated by this reference as though fully set forth
herein.

     

    C. Waiver.  Borrower
waives diligence, demand, presentment for payment, protest and notice of
protest.

     

    D. Collection
Costs.  In the event of the occurrence of an Event of Default,
the Borrower agrees to pay all reasonable costs of collection, including a
reasonable attorney's fee, in addition to and at the time of the payment of such
sum of money and/or the performance of such acts as may be required to cure such
default.  In the event legal action is commenced for the collection of
any sums owing hereunder the undersigned agrees that any judgment issued as a
consequence of such action against Borrower shall bear interest at a rate equal
to the Default Rate until fully paid.

     

    E. Interest Rate
Limitation.  Notwithstanding any provision herein or in any
document or instrument now or hereafter securing this C/T Note, the total
liability for payments in the nature of interest shall not exceed the limits now
imposed by the applicable laws of the State of Nevada, State of Colorado or the
United States of America.

     

    F. Security.  This
C/T Note is secured by the Security Documentation described in the Credit
Agreement.

     

    G. Governing
Law.  This C/T Note shall be governed by and construed in
accordance with the laws of the State of Nevada.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    H. Partial
Invalidity.  If any provision of this C/T Note shall be
prohibited by or invalid under any applicable law, such provision shall be
in­effective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or any other provision of this
Note.

     

    I. No Conflict with Credit
Agreement.  This C/T Note is issued under, and subject to, the
terms, covenants and conditions of the Credit Agreement, which Credit Agreement
is by this reference incorporated herein and made a part hereof.  No
reference herein to the Credit Agreement and no provision of this C/T Note or
the Credit Agreement shall alter or impair the obligations of Borrower, which
are absolute and unconditional, to pay the principal of and interest on this C/T
Note at the place, at the respective times, and in the currency prescribed in
the Credit Agreement.  If any provision of this C/T Note conflicts or
is inconsistent with any provision of the Credit Agreement, the provisions of
the Credit Agreement shall govern.

     

    IN
WITNESS WHEREOF, this C/T Note has been executed as of the date first
hereinabove 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

            


    

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    

      EXHIBIT
F

      TO

      THIRD
AMENDMENT TO CREDIT AGREEMENT

      


      COMPLIANCE
CERTIFICATE

      (Second
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,
as amended by Second Amendment to Credit Agreement dated as of February 28,
2007, and as amended by Third Amendment to Credit Agreement dated as of
November 6, 2008 (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"), and WELLS
FARGO BANK, National Association, as administrative and collateral agent for the
Lenders (herein, in such capacity, called the "Agent Bank" and, together with
the Lenders, 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 September 30, 2008, 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
      amount of Funded C/T Outstandings as of the last day of the Fiscal Quarter
      under review.

              	
                +
      $                            

              
	
                 

                b. 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
      interest bearing Indebtedness (including Contingent Liabilities, but
      excluding all Indebtedness owing to the Subordinated Lenders under the
      Subordinated Debt and excluding accrued but unpaid Management
      Fees).

              	
                 

                 

                 

                + $

              
	
                 

                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
      Capitalized Lease Liabilities.

              	
                 

                + $

              
	
                 

                d. Less
      the aggregate amount of any Make Well Contributions applicable to the end
      of the Fiscal Quarter under review

              	
                 

                -  $

              
	
                 

                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 Quarter ending September 30, 2008 through the Fiscal
      Quarter ending June 30, 2009

              	
                 

                4.25
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarter ending September 30, 2009 through the Fiscal
      Quarter ending December 31, 2009

              	
                 

                4.00
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarter ending March 31, 2010

              	
                3.75
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarter ending June 30, 2010

              	
                3.50
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarter ending September 30, 2010

              	
                3.25
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarter ending December 31, 2010

              	
                3.00
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarters ending March 31, 2011 and June 30,
      2011

              	
                2.75
      to 1.00

              	 
      
	
                As
      of the Fiscal Quarter ending 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
      December 31, 2009 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 set forth below, 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:

              	 
      
	
                 

                Numerator

              	 
      
	
                a. Total
      EBITDAM

                (Enter
      II B(m) above).

              	
                 

                $                         

              
	
                 

                b. Less
      the aggregate amount of actually paid Distributions, including, without
      limitation, all Tax Distributions and interest on Subordinated Debt
      actually paid.

              	
                 

                 

                - $

              
	
                 

                c. Less
      the aggregate amount of Maintenance Capital Expenditures to the extent not
      (i) deducted in the determination of Net Income, or
      (ii) financed from the proceeds of permitted equity or subordinated
      indebtedness provided by CCI or any of its Subsidiaries that does not
      constitute a Make Well Contribution.

              	
                 

                 

                - $

              
	
                 

                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.

              	
                 

                $                         

              
	
                 

                g. Plus
      the aggregate amount of actually paid principal payments or reductions
      (without duplication) required to be made on all outstanding Indebtedness
      (exclusive of any principal payments which may accrue, but are unpaid,
      under any Subordinated Debt and any principal prepayments made from the
      proceeds of Make Well Contributions).

              	
                 

                 

                 

                + $

              
	
                 

                h. Plus
      the current portion of Capitalized Lease Liabilities.

              	
                 

                + $

              
	
                 

                i. Total
      Denominator

                (f
      + g + h)

              	
                 

                 

                $                         

              
	
                 

                Adjusted
      Fixed Charge Coverage Ratio (e/i)

              	
                 

                            :1                         

              
	
                 

                Minimum
      required:  For the Fiscal Quarters ending December 31, 2009
      and March 31, 2010, no less than 1.10 to 1.00.

              	 
      
	
                For
      the Fiscal Quarter ending June 30, 2010 and as of the end of each Fiscal
      Quarter thereafter, no less than 1.15 to 1.00.

              	 
      
	
                Note:  There
      is no requirement for the Fiscal Quarters ending September 30, 2008
      through September 30, 2009.

              	 
      
	
                 

                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 of Subordinated Debt received by Borrower during the
      Fiscal Quarter under review, the proceeds of which were applied as a Make
      Well Contribution.

              	
                 

                 

                $                         

              
	
                 

                (i)Set
      forth the date upon which Borrower applied the proceeds thereof as a
      principal prepayment on the C/T Loan.

              	
                 

                yes/no

              
	
                 

                g. 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.

      


      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.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IV.

      


      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

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



    EXHIBIT
S

    TO
THIRD AMENDMENT

    


    CONTINUATION/CONVERSION
NOTICE

    [Form]

    


    


    
      	
              TO:

            	
              WELLS
      FARGO BANK, National Association, in its capacity as Agent Bank under that
      certain Credit Agreement, dated as of November 18, 2005, as amended by
      First Amendment to Credit Agreement dated as of June 28, 2006, by Second
      Amendment to Credit Agreement dated as of February 28, 2007, and by
      Third Amendment to Credit Agreement dated November 6, 2008 (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") and WELLS
      FARGO BANK, National Association, as administrative and collateral agent
      for the Lenders (herein, in such capacity, called the "Agent Bank" and,
      together with the Lenders, collectively referred to as the
      "Banks").  Capitalized terms used herein without definition
      shall have the meanings attributed to them in Section 1.01 of the Credit
      Agreement.

            


    

    


    This
Continuation/Conversion Notice is delivered to you pursuant to
Section 2.05(b) of the Credit Agreement regarding the [conversion to]
[continuation of] a LIBOR Loan with reference to the Credit Facility as
specified below:

    


    The
Borrower hereby requests that:

    


    
      	
               
      

            	
              1.

            	
              ($____________)
      of the presently outstanding principal amount of the C/T
    Loan;

            


    

    


    
      	
               
      

            	
              2.

            	
              and
      presently being maintained as [Prime Rate Loan] [LIBOR Loan having an
      Interest Period ending on ___________________,
  20___];

            


    

    


    
      	
               
      

            	
              3.

            	
              be
      [Converted into] [continued as];

            


    

    


    
      	
               
      

            	
              4.

            	
              [LIBOR
      Loan having an Interest Period of __________ months] [Prime Rate Loan] as
      of ___________, 20___.

            


    

    


    For
Conversions to or Continuations of LIBOR Loans only, the undersigned Authorized
Officer certifies, to the best of his or her knowledge, that no Default or Event
of Default has occurred and is continuing.

    


    The
undersigned Authorized Officer of Borrower has caused this Continuation/
Conversion Notice to be executed and delivered this ___ day of ______________,
20___.

     

    


    
      	 
      	
              BORROWER:

              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