ex10-7.htm


    Exhibit 10-7

     

    December
6, 2007

    


    Century
Resorts Alberta Inc.

    1263 A
Lake Plaza Drive

    Colorado
Springs, Colorado

    80906

    


    Attn:
Mr. Larry Hannappel

    


    Dear
Sirs:

    


    Re:  Century
Resorts Alberta Inc.

    


    At the
request of the Borrower Century Resorts Alberta Inc., and the Guarantors, the
Bank has authorized the following fixed interest rates, if available, for the
term selected. At the time of this writing our fixed rate structure is as
follows, however, it is subject to fluctuation up to and including the date of
draw down:

    


    TERM                        INTEREST
RATE                 INITIAL CHOICE OF
TERM

    1
Year                              
   6.70%                                                  o

    2
Years                                6.75%                                                  o

    3
Years                                7.05%                                                  o

    4
Years                                6.90%                                                  o

    5
Years                                7.00%                                                  þ

     

    Unless
otherwise specified, all interest shall be payable without demand on the dates
specified by the Bank and shall be calculated daily, compounded monthly. Overdue
interest shall bear interest at the same rate.

    


    Security to be
provided:

    


    Schedule
“A” of the Original Agreement shall be amended by adding the
following:

    


    
      24.0  Demand
Fixed Rate Promissory Note.

    

    


    This
confirmation does not amend any terms and conditions contained in the Original
Commitment Letter dated August 3, 2005, Amendment Commitment Letter dated July
5, 2007, and Amendment Commitment Letter dated August 29, 2007. The credit
facilities outlined therein continue to be governed by the provisions of the
Original Commitment Letter and Amendments.

    


    Kindly
execute and return the enclosed copy of this letter by no later than December
14, 2007.

    


    


    


    Yours
truly,

    


    CANADIAN
WESTERN BANK

    


     

    /s/ Robert
Ovics                                                              /s/ Wayne Dosman

    Robert
Ovics                                                                   Wayne
Dosman

    AVP,
Commercial
Banking                                            AVP
& Branch Manager

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Agreed to
and accepted this 11th day of December, 2007.

    


     

    BORROWER:
Century Resorts Alberta Inc.

     

    


    Signed 
/s/ Dwayne Kalke

    


    Signed
/s/ Geoff Smith

    


     

    GUARANTORS:

    


    We
acknowledge receiving advice of the Agreement/Amendment described above and
agree our guarantee is binding even if the Bank changes or waives compliance
with the terms of the Agreements.

     

    1214741 Alberta
Ltd.

    


    
       

      Signed 
/s/ Dwayne Kalke

      


      Signed
/s/ Geoff
Smith


    

    



    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
CANADIAN
WESTERN BANK

    
       

      PROMISSORY
NOTE – EQUAL OR VARIABLE PAYMENTS

      (Fixed
Rate Note)

      


      OFFICE:  South
Edmonton Common

      DATE:     20 December
2007

      


      For value
received the undersigned, jointly and severally if more than one, promise(s) to
pay to the order of CANADIAN WESTERN BANK at the above office of the
Bank:

      


      The
principal sum of ($19,903,845.00),
Nineteen Million Nine
Hundred Three Thousand Eight Hundred Forty-five   00/100 Dollars
(hereinafter
called the “Principal Amount”) with interest, all as set out below.

      


      Repayment
shall be as follows:

      


      THE
PRINCIPAL AMOUNT with interest thereon at the rate of 7.00 per cent per
annum (both before and after maturity, default, and judgment) until paid
calculated daily and compounded and payable monthly by installments comprising
principal and Interest of:

      


      No. of
payments:   60

      Amount of
Each Payment: 231,138.00

      Payment
Dates: 31 January 2008 to 31 December 2012

      
      

       

      Until the
31 day of December, 2012
(the “Maturity Date”) on which date the balance of the Principal
Amount outstanding and all unpaid interest shall become due and
payable.

      


      Each
installment will be applied first to payment of interest and secondly, in
reduction of the Principal Amount. In the event that there is a failure to pay
any amount of Principal or interest in respect of this promissory note the whole
of the Principal Amount then outstanding and all accrued interest thereon, shall
forthwith become due and payable, at the option of the Bank. Overdue interest
shall accrue interest at the rate noted above.

      


      The
undersigned waives presentation, protest and notice of dishonor and acknowledges
that the debt evidenced by this Note constitutes all or a portion of the
indebtedness of the undersigned to CANADIAN WESTERN BANK and secured by a General Security Agreement
dated 23
September 2005.

      


       

      CENTURY
RESORTS ALBERTA INC.

      


      Per:  /s/ Larry
Hannappel

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        CENTURY
RESORTS ALBERTA, INC.

        


        September
16, 2005

         

        Canadian
Western Bank

        2142 - 99
Street

        Edmonton,
Alberta

        T6N
1L2

        Attention: Wayne C.
Dosman  

        


        RE: Century Resorts Alberta Inc. (the
“Borrower”)  loan
from Canadian Western Bank (the “Bank”) commitment
letter dated August 3, 2005 (the “Commitment Letter”)

        


        We refer
to the Commitment Letter and in particular the various conditions to funding of
the credit facilities thereunder. As discussed with you, we need some comfort
from the Bank as to which conditions remain outstanding and the status of those
outstanding conditions. Our understanding is that only the following remain
outstanding:

        


        1.     Schedule A to the Commitment Letter-
the execution, delivery and registration (where required) of the security listed
in Schedule A is outstanding, except that:

         

            (a) the guarantee of 746306 Alberta Ltd. in
item 6 is not required;

            (b) the assignment of the casino license is
not required and in lieu a letter from AGLC confirming the
non-assignability of the license has been obtained and provided to the Bank’s
counsel;

            (c) item 12 has already been obtained by
the Bank;

            (d) item 13(i) has already been obtained by
the Bank except that an updated real property report with municipal
compliance will be required when the construction has

                         
been completed;

                    (e) items (ii) and (iv) have been obtained
by the Bank; and

            (f) item 13(vi) is not
required.

        


        2.     Schedule C item 5 is the preliminary
budget which has been delivered to the Bank and is being reviewed by the Bank’s
cost consultant.

        


        3.     Schedule C item 6 final cost budget is
to be provided.

        


        4.     Schedule C item 7 - this is an
ongoing requirement during construction and therefore not a pre-funding
condition.

        


        5.     Schedule C item 8 - this is
outstanding, but it will be satisfied if:

         

            (a) The Borrower enters into the
construction contract(s) with Chandos Construction Ltd. or another reputable
general contractor in the Edmonton area;

            (b) The form of those construction
contract(s) is the CCDC-2 stipulated price contract with such non-material
amendments to that form as the parties agree; and

            (c) The scope of work in such contract(s)
is not materially different from the scope of construction work that we have
provided to the Bank.

         

        6.     Schedule C item 10 - this is
outstanding and will be satisfied prior to the first
drawdown.

        


        7.     Schedule C item 11 - the demolition
permit and the parkade construction building permit  have been provided to the Bank and are
acceptable, but the major hotel and casino renovation building permit remains
outstanding and we expect to provide it soon.

         

        Please
confirm that subject to finalizing the above outstanding items, the loan
commitment in the Commitment Letter is binding on the Bank, by signing below
where indicated and faxing this letter back to us at (586) 816-1642. Thanks for
your attention to this and we look forward to completing the financing
arrangements with you.

        


        Yours
truly,

        


        CENTURY
RESORTS ALBERTA INC.

        


        Per:

        


        /s/
Larry Hannappel

        Secretary
and Treasurer

        


        Agreed to
this 23rd day of
September, 2005.

        


        CANADIAN
WESTERN BANK

        


        Per:

        


        /s/
Wayne C. Dosman

        
          
            
            

          

          
            
              

            

          

          
            
            

          

        

         

        August 3,
2005

         

        Century
Resorts Alberta Inc.

        157 E.
Warren Avenue,

        Cripple
Creek, Colorado

        80813

         

        Attention:
Mr. Larry Hannappel

         

        Dear
Sir:

         

        On the
basis of the financial statements and other information provided by Century
Resorts Alberta Inc. (“CRA”), in connection with this request for financing,
Canadian Western Bank (the “Bank”) has authorized the following loans subject to
the terms and conditions outlined in this Commitment Letter (the
“Agreement”).

         

        1.  BORROWER:

         

        Century
Resorts Alberta Inc. ( “CRA”) carrying on business and registered in the
Province of Alberta.

         

        2.  LOAN
AMOUNT:

         

        2.1.  Loan
Facility 1: Non Revolving Demand Interim Construction Loan up to
$20,000,000.00*.

         

            Loan Facility 2: Non Revolving
Long Term Take Out Commercial Mortgage - up to $20,000,000.00*.

         

            Loan Facility 3 & 4: Letters
of Credit - Loan 3 - $71,155.00*; Loan 4 - $25,000.00*.

        


        *Maximum
aggregate drawn loans outstanding at any one time can not exceed
$20,000,000.00

         

        3.
PURPOSE OF
LOAN:

         

        Amounts
advanced by the Bank are to be used by CRA as follows:

        


        3.1   Loan
Facility 1: To provide interim construction financing for the development of the
Celebrations Casino and Hotel at 13103 Fort Road, Edmonton Alberta
(“Celebrations Casino”). The program can be summarized as
follows:


        South
Edmonton Common

        2142 - 99
Street, Edmonton, Alberta, T6N 1L2

         

        
          	
                  PROGRAM
      COSTS

                	
                  FINANCING

                
	
                  Land
      Value

                  Soft
      Costs

                  Construction
      Costs

                  Casino
      FF&E

                  Bankroll,
      pre-op, W/C

                	
                  $
      2,319,000.00

                  $
      3,778,585.00

                  $19,016,522.00

                  $
      2,855,018.00

                  $
      3,294,685.00

                	
                   

                  CRA
      Equity Requirement:

                   

                  CWB
      loans:

                  Real
      Estate Construction/Term Loan

                	
                   

                  $11,263,810.00

                   

                   

                  $20,000,000.00

                
	
                  Total
      Costs

                	
                  $31,263,810.00

                	
                  Total
      Financing

                	
                  $31,263,810.00

                


        

        


        No
material change may be made in the program without the prior written consent of
the Bank.

        


        If it
becomes evident, as the program progresses, that the cost will be greater than
the above figures, the Bank may, at its sole discretion, withhold further
disbursements of the Loan until the amount of the overrun has been provided by
CRA or otherwise arranged on a basis acceptable to the Bank. In the event that
the cost exceeds, or CRA becomes aware that it will exceed, the above figures,
CRA shall immediately notify and provide particulars to the Bank. If the actual
cost should be less than the above figures, the Bank may, at its sole
discretion, reduce the amount of the Loan accordingly.

         

        3.2  
Loan
Facility 2: To provide long term commercial mortgage financing to take out the
interim construction loan upon completion of the Celebrations
Casino.

        
3.3   Loan
Facilities 3 & 4: To provide Letters of Credit to third parties as
performance guarantees under servicing and development agreements entered into
to develop the casino. The outstanding letters of credit are to be included in
the outstanding loan amounts of loan 1 or loan 2 so that the outstanding
aggregate loan amount at any time will not exceed $20,000,000.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        4.  INTEREST
RATE:


            

        Loans
shall bear interest while outstanding before and after maturity and default at
the following rates:

        


        4.1  
Loan
Facility 1: Interest to float at a rate of 1.25% per annum above the Bank’s
Prime Lending Rate (“Prime”). As of the date of this Agreement, Prime is 4.25
%.

         

        4.2   Loan
Facility 2: The interest rate payable shall be a fixed annual rate at the Banks
Commercial Prime Fixed Rates, calculated
and compounded monthly, not in advance which, subject to availability for the
term selected, shall be fixed for terms of 1 to 5 years at CRA’s option. The
following loan rates are cased on the existing Prime Fixed Rates at the time of
writing and are provided for reference purposes only and are subject to
fluctuations up to and including the date of drawdown.

        
           

          TERM               LOAN
RATE        INITIAL
CHOICE OF TERM

        

        


        1
Year                    
5.55%   

        2
Years                  
5.70%   

        3
Years                   5.90%
   

        4
Years                   6.00%
   

        5 Years                   6.20%
   

         

        5.  ADVANCES:


         

        5.1   Loan
facility 1: shall be advanced in monthly progress draws of no less than
$50,000.00 subject to satisfaction of Conditions Precedent as set forth in
Schedule “C” herein attached.

         

        5.2   Loan
facility 2: Shall be advanced on a lump sum basis following satisfaction of the
take out financing conditions as set forth in Schedule “C” herein
attached.

        
6.  TERM AND LOAN MATURITY
DATE:

         

        6.1  
Loan
facility 1: The interim construction loan shall be for a term not to exceed 18
months however the loan shall be repaid from the proceeds of loan facility 2
within 60 days of completion as evidenced by expiry of the substantial
completion certificate, the architect shall have certified the construction of
the Celebrations Casinos as complete and the occupancy certificate and Casino
License shall have been issued.
b

        
6.2   Loan
facility 2: CRA shall select a term, upon advance of this loan facility, of one
to five years, at CRAs preference.

        
6.3  With
respect to loan facility 2, if CRA does not repay the Loan in full by the Loan
Maturity Date then CRA shall be deemed to have elected to extend the term of the
Loan to the earlier of one year, or the date payment is demanded following the
occurrence of an event of default, at the Banks sole and absolute discretion.
The Bank may provide this extension at its discretion in the event the Loan is
not repaid by the original Loan Maturity Date and the loan is in compliance of
all terms and conditions.

         

        These
loans are repayable in full the earlier of the Loan Maturity Date or the date
payment is demanded as a result of default by CRA unless otherwise extended by
the Bank.

         

        7.  REPAYMENT AND
AMORTIZATION:

         

        7.1  
Loan
Facility 1: CRA shall make monthly payments of interest only due and payable on
the first day of each month.
b

        
7.2   Loan
Facility 2: An interest adjustment shall be payable for the period from the date
of advance to the first day of the month following the date of advance and shall
be deducted from the amount of the advance. Thereafter, so long as the loan is
not in default, CRA shall make monthly blended payments of principal and
interest each in an amount sufficient to amortize the loan, at the interest
rate, over a ten (10) year period, payable the first day of each
month.

        
8.  PREPAYMENT:

         

        8.1  
Loan
facilities 1. - This loan facility shall be open for prepayment without bonus or
penalty.

         

        8.2  
Loan
facility 2. - Upon fixing the rate of interest, no prepayment of principal shall
be allowed except once during each calendar year CRA may elect to prepay up to
10% of the original principal amount without penalty or
bonus.

         

        9.  CENTURY RESORTS ALBERTA INC.
EQUITY:


        Total
authorized construction equity of at least $11,263,810 shall be maintained in
the Project at all times until repayment in full of the Loan.

         

        10.  SECURITY AND SUPPORTING
DOCUMENTS:


        The
attached Schedule “A” forms part of this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.  INSURANCE:

         

        The
attached Schedule “B” forms part of this Agreement.

        


        11.1  
Assignment
of all risk (including earthquake, flood and collapse), fire and theft
replacement cost insurance satisfactory to the Bank covering all machinery,
equipment, fixtures and building which shall contain the Standard Mortgage
Clause approved by the Insurance Bureau of Canada. The policy shall contain
comprehensive general Public Liability coverage of not less than $10,000,000.00
and Satisfactory Business Interruption Insurance.

        
11.2   A copy of
the Bank’s detailed insurance requirements is attached as Schedule “B-1” to this
Agreement. The Bank's approved risk management firm shall review and approve all
required insurance, including any changes made during the term of the loan, at
the cost of CRA.

         

        12. 
CONDITIONS PRECEDENT TO
DRAWDOWN:

        
The
attached Schedule “C” forms part of this Agreement.

        
13.  GENERAL CONDITIONS/EVENTS OF
DEFAULT:

         

        The
attached Schedule “D” forms part of this Agreement.

         

        14.  REPORTING
REQUIREMENTS:


        The
attached Schedule “E” forms part of this Agreement.

         

        15.  STANDARD LOAN TERMS &
DEFINITIONS:

         

        The
attached Schedule “F” forms part of this Agreement.

         

        16.  FEES:

        
16.1  
CRA
shall pay an non-refundable commitment fee of $50,000.00 along with the
acceptance of this commitment letter. The commitment fee is consideration to the
Bank for the issuing of this Agreement. On acceptance of this Agreement by the
Borrower, the entire fee shall be deemed to have been fully earned and shall not
be refundable.

         

        16.2   Upon the
first advance of Loan 1, an additional commitment fee of $150,000.00 shall be
due, and payable. The fee shall be deemed to have been fully earned and shall
not be refundable.

         

        16.3  
Letter of
Credit fees - The Borrower shall pay a fee of 1% of the amount issued for
issuance or annual renewals of any letters of credit.

         

        16.4  
Upon
drawing down the long term commercial mortgage, the Borrower shall pay an annual
review fee of $5,000.00 per year commencing on the first anniversary date of
draw down of the long term commercial mortgage.


        17.  COSTS:

         

        The cost
of all appraisals and environmental reports, the legal costs of the Bank on a
solicitor-client basis, costs of the Bank’s insurance consultant and all other
reasonable out-of-pocket expenses incurred in the approval and making of the
Loan and the preparation, execution, delivery and registration of the Security
and Supporting Documents (including the cost of delivering copies of any
documents required by law to be given to CRA or any other party) or in the
collection of any amount owing under the terms of the Loan shall be for the
account of CRA and may be debited to advances to be made under the terms of the
Loan. Until paid, all such costs and expenses shall bear interest at the rate
described in Section 3 of this Agreement.

         

        18.  ASSIGNMENT BY
CRA:


         

        CRA shall
not assign or encumber its rights and obligations under the Loan, this Agreement
or the whole or any part of any advance to be made hereunder, without the prior
written consent of the Bank.

        
19.  BANK’S
COUNSEL:

         

        Legal
work and documentation to be performed at CRA’s expense through the Bank’s
counsel:

        


        Shtabsky
& Tussman LLP

        Attention:
Gary Yasinski

        #1400,
10025 102 A Avenue

        Edmonton,
Alberta

        T5J
2Z2.

        


        Tel. -
(780) 917 8305

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        20.  MATERIAL
CHANGE:

         

        Acceptance
of this Agreement by CRA provides full and sufficient acknowledgement that if,
in the opinion of the Bank, any material adverse change in risk occurs,
including without limiting the generality of the foregoing, any material adverse
change in the financial condition of CRA, any obligation by the Bank to advance
all or any portion of the loan may be withdrawn or cancelled at the sole
discretion of the Bank, acting in a commercially reasonable manner.

         

        21.  NON-MERGER:


         

        The terms
and conditions set out herein shall not be superseded by nor merge in and shall
survive the execution, delivery and/or registration of any instruments of
security or evidences of indebtedness granted by CRA hereafter, and the
advancement of any funds by the Bank. In the event of a conflict between the
security documents and the terms of this letter, the terms of the security
documents shall govern.

         

        


        ACCEPTANCE:

         

        To become
effective, this Agreement must be accepted in writing by CRA .

        


        If you
are in agreement with the above terms and conditions (which includes by
reference, all of those terms and conditions set forth in all of the attached
Schedules), please sign and return the enclosed copy of this letter together
with your cheque for $50,000.00, representing the commitment fee. This Agreement
will expire if not accepted by August 10, 2005.

        


        The
foregoing Agreement is offered in good faith and is to be held in strict
confidence.

         

        Yours
truly,

        CANADIAN
WESTERN BANK

         

        


        /s/ Wayne C.
Dosman                                             /s/ Ken Arndt

        Wayne C.
Dosman                                                  
Ken Arndt

        Assistant
Vice
President                                       
Assistant Vice President

        &
Branch
Manager                                                 
Commercial Banking

         

        
           

          ACKNOWLEDGEMENT:

        

        


         

        CRA
certifies that all information provided to the Bank is true and hereby accept
the terms and conditions set forth in the above Agreement (including all
Schedules attached thereto).

        


        CRA:

        


        Century
Resorts Alberta Inc.

        


        /s/ Larry
Hannappel

        Larry
Hannappel, Secretary

        Accepted:
August 4,
2005

                          
Date

        


        GUARANTORS

         

        We
acknowledge receiving advice of the Agreement described above and agree our
guarantee is binding even if the Bank changes or waives compliance with the
terms of this Agreement.

         

        Century
Casinos, Inc.

         

        /s/
Peter Hoetzinger

        
          Peter Hoetzinger, Vice
Chairman and Co CEO
Accepted:
August 4,
2005

        

                           Date

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        SCHEDULE
“A” - TERM LOANS/MORTGAGES

        


        SECURITY

        


        All
security documentation described herein must be prepared, executed and
registered, as required by the Bank, prior to drawdown of any funds. The types
of security, supporting resolutions and agreements to be provided by CRA to the
Bank will be in form and content satisfactory to the Bank and/or its solicitors,
and without restricting the generality of the foregoing, will
include:

         

        
          	
                  1.  

                	
                  Promissory
      Notes as required;

                


        

         

        
          	
                  2.  

                	
                  Demand
      Collateral First Mortgage Charge in the amount of $20,000,000.00 on real
      property described in Section 3 and owned by CRA. The mortgage document
      shall contain a “Due on Sale” clause, as well as a clause addressing the
      appointment of a Receiver Manager of the property in the event of
      default;

                


        

        


        
          	
                  3.  

                	
                  General
      Security Agreement providing a first security interest in all fixed
      assets, accounts receivable, inventory and all present and after acquired
      property

                


        

         

        
          	
                  4.  

                	
                  Assignment
      of Rents and Leases, registered on
title;

                


        

         

        
          	
                  5.  

                	
                  Unconditional
      and Unlimited Environmental Agreement and Indemnity (Form 1164) executed
      by CRA.

                


        

        


        
          	
                  6.  

                	
                  A
      joint and several $20,000,000.00 corporate guarantee and postponement of
      claim from Century Casinos, Inc. and 746306 Alberta
  Ltd.

                


        

        


        
          	
                  7.  

                	
                  Specific
      assignment of the Alberta Gaming and Liquor Commissions Casino License (if
      available).

                


        

        


        
          	
                  8.  

                	
                  Hypothecation
      of the interest reserve account and the deposit account for the
      Pre-opening costs and working capital costs duly registered at the Alberta
      Personal Property Registration.

                


        

        


        
          	
                  9.  

                	
                  Undertaking
      by CRA and the Guarantors to fund all cost overruns as they
      occur;

                


        

        


        
          	
                  10.  

                	
                  An
      Assignment of Material Contracts including the general contractor and
      major subtrade contracts;

                


        

         

        
          	
                  11.  

                	
                  Assignment
      of all risk Casualty and Liability insurance as set out under “Insurance”,
      of the Agreement;

                


        

        


        
          	
                  12.  

                	
                  Letter
      of Credit Application and Agreements and Assignment of Bank Instruments
      registered at Personal Property Registry, as
  required.

                


        

         

        
          	
                  13.  

                	
                  Such
      of the following supporting documents as may be required by the Bank’s
      solicitors:

                


        

         

        
          	
                  (i)  

                	
                  satisfactory
      Real Property Report/Surveyor’s Certificate with respect to the mortgaged
      property previously described in Section 2;

                
	
                  (ii)  

                	
                  satisfactory
      Zoning or Building Memorandum, or Letter from applicable Zoning official
      (Compliance Certificate), from the applicable municipal
      authority;

                


        

        


        
          	
                  (iii)  

                	
                  Tax
      Certificate showing all property taxes and charges paid or a holdback
      sufficient to pay taxes when due;

                
	
                  (iv)  

                	
                  standard
      form documents relating to authorization of the borrowing and operation of
      the loan account;

                


        

        


        
          	
                  (v)  

                	
                  Statutory
      Declaration from CRA or the Officer or an officer of CRA as to residency,
      title, use of premises, actions or claims and such other matters as
      Canadian Western Bank’s counsel may advise;

                
	
                  (vi)  

                	
                  Loan
      Agreement;

                


        

        


        
          	
                  (vii)  

                	
                  Opinion
      of counsel as to the events of default clauses included in this commitment
      letter adhere to United States of America’s laws, rules and regulations
      with respect to Century Casino’s, Inc.

                
	
                  (viii)  

                	
                  opinion
      of CRA’s counsel on the security and supporting documents and title to the
      Property.

                


        

        


         

        
          	
                  14.  

                	
                  such
      additional security instruments, assurances and supporting documents
      (including legal opinion of CRA’s solicitor) as the Bank may deem
      necessary or advisable for the purpose of obtaining and perfecting the
      foregoing security.

                


        

         

        CRA
acknowledge and agrees to give the Bank other reasonable documents, assurances,
information and covenants as the solicitors for the Bank may reasonably require
with regard to the loan or the security documents to be given
hereunder.

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        

         

        SCHEDULE
“B” - TERM LOANS/MORTGAGES

        


        INSURANCE

        


         

        
          	
                  1.  

                	
                  All
      policies must show CRA as a named
insured.

                


        

         

        
          	
                  2.  

                	
                  All
      policies covering physical loss or damage (that is, property, builders
      risk and boiler and machinery insurance) must be on a full replacement
      cost basis and:

                


        

         

        
          	
                  (a)  

                	
                  provide
      coverage for all risks of physical loss or damage, including earthquake,
      flood, sewer back-up and collapse;

                


        

        


        
          	
                  (b)  

                	
                  include
      insurance on the foundation and all parts below ground
    level;

                


        

         

        
          	
                  (c)  

                	
                  provide
      in case of destruction:

                


        

         

        
          	
                  (i)  

                	
                  that
      reconstruction will not be limited to “on the same or an adjacent
      site”;

                


        

         

        
          	
                  (ii)  

                	
                  coverage
      for increased costs of reconstruction through by-law and code changes and
      demolition and debris removal for damaged and undamaged property and
      resultant loss of income;

                


        

         

        
          	
                  (d)  

                	
                  either
      contain a stated amount co-insurance clause or not be subject to
      co-insurance.

                


        

         

        
          	
                  3.  

                	
                  The
      Bank is to be shown both as mortgagee and loss payee under all policies
      covering physical loss or damage. Loss is to be payable using this
      wording:

                


        

         

        “CANADIAN
WESTERN BANK, 2142 - 99 Street, Edmonton, Alberta T6N 1L2 as
first mortgagee and loss payee.”

         

                                                                                                                        
COVERAGE DURING
CONSTRUCTION

        


        
          	
                  1.  

                	
                  The
      property must be insured on an all builders risk a form providing coverage
      at least equivalent to the
following:

                


        

         

        
          	
                  (a)  

                	
                  coverage
      for 100% of total hard construction
costs;

                


        

         

        
          	
                  (b)  

                	
                  coverage
      for an amount in respect of soft costs that is acceptable to the Bank but
      which is in any event not less than 25% of total soft
    costs;

                


        

         

        
          	
                  (c)  

                	
                  delayed
      income for a limit representing 100% of the anticipated annual revenue
      from the property (assuming full
occupancy);

                


        

        


        
          	
                  (d)  

                	
                  permission
      for partial or full occupancy.

                


        

         

        
          	
                  2.  

                	
                  Contractor’s
      Liability Insurance for bodily injury and/or death and damage to property
      of others in an amount acceptable to the Bank but in any case not less
      than $5,000,000 for any one occurrence shall be in place and shall cover
      construction operations at the project site. CRA and Bank are to be shown
      as Additional Insured.

                   

                


        

        
          	
                  3.  

                	
                  Wrap-up
      Liability is required for projects with a construction cost greater than
      $10,000,000. The insurance shall have a limit of not less than $10,000,000
      and shall cover CRA, all contractors, sub-contractors and
      suppliers.

                


        

         

        
          	
                  4.  

                	
                  Evidence
      of Professional Liability Insurance maintained by the Project architects
      and engineers is required.

                


        

         

        
          	
                  5.  

                	
                  Performance
      and Labour and Material Payment Bonds are required in an amount not less
      than 50% of the total contract price. The Bank is to be shown as a Dual
      Obligee.

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
SCHEDULE
“B-1”

        CANADIAN
WESTERN BANK

        INSURANCE REQUIREMENTS FOR
REAL ESTATE LOANS

        


        ALL
POLICIES MUST BE REVIEWED AND APPROVED, BEFORE THE FIRST LOAN ADVANCE, BY THE
BANK’S INSURANCE CONSULTANT:

        


        INTECH
RISK MANAGEMENT LTD.

        480
University Avenue, 18th
Floor

        Toronto,
Ontario M5G 1V2

        Attention:
Lisa Speirs

        


        Telephone: (416)
348-9111

        Facsimile: (416)
348-9121

        email: Lspeirs@intechrisk.com

        


        So
that there is no delay in funding because of changes needed to insurance
policies, please give a copy of this Schedule to your insurance broker and ask
that the coverages described below be issued immediately and proof forwarded to
Intech Risk Management Ltd. for review purposes.

        


        GENERAL
REQUIREMENTS

        


        
          	
                  1.  

                	
                  These
      Insurance Requirements outline only the protection required for the Bank’s
      interests. CRA’s interests will be different than the Bank’s and CRA must
      obtain its own advice as to appropriate coverages and
    details.

                


        

        


        
          	
                  2.  

                	
                  The
      forms, insurers, coverages, amounts, exclusions and deductibles are always
      subject to the Bank’s descretion, having regard to the nature, location,
      value and risks of the Project. Without restricting that discretion, the
      Bank may require coverages not specifically mentioned or required, such as
      but not limited to, terrorism and pollution insurance.

                
	
                  3.  

                	
                  Original
      policies and signatures on behalf of the insurer are required. The
      insurer(s), policy number(s) and policy term(s) must be shown on all
      insurance documentation. If actual policies are not available for the
      initial loan advance signed Binders or Certificates of Insurance will be
      accepted, provided the form and contents are satisfactory. NB: CS10-form, Acord Form 25 or
      their equivalents are not
acceptable.

                


        

         

        
          	
                  4.  

                	
                  All
      policies must show CRA as a named
insured.

                


        

        


        
          	
                  5.  

                	
                  All
      policies covering physical loss or damage (that is, property, builders
      risk and boiler and machinery insurance) must be on a full replacement
      cost basis and:

                


        

        


        
          	
                  (a)  

                	
                  provide
      coverage for all risks of physical loss or damage, including earthquake,
      flood, sewer back-up and collapse;

                


        

         

        
          	
                  (b)  

                	
                  include
      insurance on the foundation and all parts below ground
    level;

                


        

        


        
          	
                  (c)  

                	
                  provide
      in case of destruction:

                


        

        


        
          	
                  (i)  

                	
                  that
      reconstruction will not be limited to “on the same or an adjacent
      site”;

                


        

        


        
          	
                  (ii)  

                	
                  coverage
      for increased costs of reconstruction through by-law and code changes and
      demolition and debris removal for damaged and undamaged property and
      resultant loss of income;

                


        

        


        
          	
                  (d)  

                	
                  either
      contain a stated amount co-insurance clause or not be subject to
      co-insurance.

                


        

        


        
          	
                  6.  

                	
                  The
      Bank is to be shown both as mortgagee and loss payee under all policies
      covering physical loss or damage. Loss is to be payable using this
      wording:

                


        

        


        “CANADIAN
WESTERN BANK, 2142 - 99 Street, Edmonton, Alberta T6N 1L2 as first
mortgagee and loss payee.”

        and a
standard IAO mortgage clause must be part of the policy.

        


         

        
          	
                  7.  

                	
                  The
      insurer may reserve the right to cancel the policy as permitted by statute
      but must agree that it will not terminate, make any adverse material
      change or otherwise alter the policy to the Bank’s prejudice except by
      registered letter giving 30 days notification to the
  Bank.

                


        

        


        
          	
                  8.  

                	
                  The
      legal description of the property insured must be specified. Municipal address alone is not
      acceptable.

                


        

        


        
          	
                  9.  

                	
                  Commercial
      General Liability Insurance for bodily injury and/or death and damage to
      property of others in an amount acceptable to the Bank but in any case not
      less than $5,000,000 for any one occurrence shall be in place for all
      loans. The Bank is to be shown as an Additional Insured under all
      Liability Insurance policies. At the option of the Bank, the policy shall
      include limited pollution liability (IBC 2313 or equivalent wording) to
      cover sudden and accidental pollutants and smoke from a hostile
      fire.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        COVERAGE DURING
CONSTRUCTION

        


        
          	
                  1.  

                	
                  The
      property must be insured on an all risk builders risk a form providing
      coverage at least equivalent to the
following:

                


        

        


        
          	
                  (a)  

                	
                  coverage
      for 100% of total hard construction
costs;

                


        

        


        
          	
                  (b)  

                	
                  coverage
      for an amount in respect of soft costs that is acceptable to the Bank but
      which is in any event not less than 25% of total soft
    costs;

                


        

        


        
          	
                  (c)  

                	
                  delayed
      income for a limit representing 100% of the anticipated annual revenue
      from the property (assuming full
occupancy);

                


        

         

        
          	
                  (d)  

                	
                  permission
      for partial or full occupancy.

                


        

        


        
          	
                  2.  

                	
                  Contractor’s
      Liability Insurance for bodily injury and/or death and damage to property
      of others in an amount acceptable to the Bank but in any case not less
      than $2,000,000 for any one occurrence shall be in place and shall cover
      construction operations at the project site. CRA(s) and Bank are to be
      shown as Additional Insureds.

                


        

        


        
          	
                  3.  

                	
                  Wrap-up
      Liability is required for projects with a construction cost greater than
      $10,000,000. The insurance shall have a limit of not less than $10,000,000
      and shall cover CRA, all contractors, sub-contractors and
      suppliers.

                


        

        


        
          	
                  4.  

                	
                  Evidence
      of Professional Liability Insurance maintained by the Project architects
      and engineers is required.

                


        

        


        
          	
                  5.  

                	
                  Performance
      and Labour and Material Payment Bonds are required in an amount not less
      than 50% of the total contract price. The Bank is to be shown as a Dual
      Obligee.

                


        

        


        ON COMPLETION OF
PROJECT

        


        
          	
                  1.  

                	
                  All
      Risk coverage equivalent to the IAO Commercial Building Form
      (CBF).

                


        

        


        
          	
                  2.  

                	
                  Broad
      form boiler insurance for explosion, electrical and mechanical breakdown
      covering pressure vessels, air-conditioning equipment, miscellaneous
      electrical apparatus (and production machinery where applicable) and
      providing comprehensive coverage for repair and replacement and use and
      occupancy. A joint loss agreement must be provided if the insurer is
      different than the all risks
insurer.

                


        

         

        
          	
                  3.  

                	
                  Rental
      insurance coverage sufficient to cover 100% of the projected gross annual
      rents and, if on a net basis, the equivalent gross rentals, for a minimum
      period of one year.

                


        

        

          
            
               


            

            
               


              
                

              

            

             

          

        

        SCHEDULE
“C” - TERM LOANS/MORTGAGES

        CONDITIONS
PRECEDENT TO DRAWDOWN

         

        The
following conditions must be fulfilled prior to draw down of Loan Facility
1:

         

        
          	
                  1.  

                	
                  The
      Bank shall be satisfied with the business assets and financial condition
      of CRA and all security documentation and supporting agreements and
      documents must be completed in a form satisfactory to the Bank and its
      solicitors, and must be executed and registered as appropriate, and the
      Bank shall have received a solicitor’s letter of opinion with respect to
      same;

                


        

        


        
          	
                  2.  

                	
                  The
      Bank shall be provided with a transmittal letter from Colliers
      International indicating that their June 2005 appraisal of the subject
      property may be relied on for information
  purposes.

                


        

         

        
          	
                  3.  

                	
                  CRA
      shall cause to be conducted environmental assessments, audit and other
      inspections with respect to the mortgaged property and the business of CRA
      and the obligation of the Bank to advance funds hereunder shall be subject
      to the Bank receiving reports prepared by a Bank approved Environmental
      Consultant, satisfactory to the Bank in its sole discretion and subject to
      the Bank being satisfied in its sole discretion that there are no
      environmental matters that are adverse to the value of the mortgage
      property or the business of CRA.

                


        

        


        
          	
                  4.  

                	
                  It
      is the intention of this commitment letter to fund all certified budgeted
      development costs, over and above the equity requirement, as determined by
      the Banks cost consultant, providing the total certified development costs
      do not exceed the total authorized costs. CRAs equity requirement shall be
      free and clear of any financial charges. No secondary financing shall be
      permitted under this program without the express written consent of the
      Bank. The Bank acknowledges and agrees to the Century Casinos, Inc.
      securing a portion of their investment as a secondary charge against the
      subject property, subject to a satisfactory review of the terms and
      conditions of the charge, providing that the charge is fully postponed to
      the Bank debt.

                


        

        


        
          	
                  5.  

                	
                  CRA
      shall provide to the Bank along with acceptance of this commitment letter
      a preliminary construction budget detailing all land, servicing, hard and
      soft construction costs.

                


        

        


        
          	
                  6.  

                	
                  CRA
      shall provide to the Bank, prior to the initial advance of funds, a final
      cost budget, certified by the Banks Cost Consultant. Progress draws shall
      be accompanied by a Progress Claim approved by CRA and certified by the
      Banks Cost Consultant detailing the original budget, the present budget,
      the percent complete, the work in place, the costs to complete and the
      value of the amount being claimed. Prior to each advance each Property
      Titles shall be search at Alberta Land Titles to ensure that no liens have
      been registered on title. Such searches shall be conducted by the Bank but
      at the Borrowers Expense. Each progress claim shall be accompanied by
      a Statutory Declaration. Progress draws shall be for not less than $50,000
      and shall be available no more than once a month. Requests for advance
      must be accompanied by invoices evidencing the costs being claimed.
      Progress draws shall be calculated on a cost to complete basis, i.e.
      sufficient loan amounts will at all times be available to complete the
      Celebrations Casino. Should at any time, it be determined that cost
      overruns have resulted in the remaining authorized loan amount being
      insufficient to complete the Celebrations Casino, CRA and guarantors
      shall, upon notice, invest sufficient equity to cover the cost
      overruns.

                


        

         

        
          	
                  7.  

                	
                  CRA
      shall provide to the Bank a satisfactory final cost breakdown, certified
      by an acceptable construction cost consultant. The cost consultant is to
      be appointed by the Bank with all costs to CRA’s
  account.

                


        

        


        
          	
                  8.  

                	
                  CRA
      shall have entered into fixed price contracts for all major components of
      construction. The sub-contracts are to be at least 50% bonded or
      satisfactory evidence of the financial ability of the contractors is to be
      provided. Any major change order in excess of $10,000 to these contracts
      will be subject to written approval by the Bank. Copies of all such
      Celebrations Casino contracts are to be provided to the Bank prior to the
      initial Advance of Funds

                


        

        


        
          	
                  9.  

                	
                  CRA
      shall establish and maintain with the Bank an operating account for the
      Celebrations Casino, through which all cash flows generated by the
      Celebrations Casino shall be processed at terms and conditions reasonably
      competitive in Alberta.

                


        

        


        
          	
                  10.  

                	
                  CRA
      is to deposit the $3,294,685 required for working capital and Pre-opening
      costs into a hypothecated deposit account at Canadian Western Bank prior
      to first draw of the construction loan. No more than twice per month,
      draws may be released based on a signed direction to pay by the Borrower
      detailing the original budget, the budget YTD, identifying the budgeted
      amount required and confirming sufficient draw amounts will at all times
      be available to complete the Pre-opening Costs and fund the start up
      working capital.

                


        

        


        
          	
                  11.  

                	
                  CRA
      shall provide servicing plans and specifications, together with all the
      necessary building permits and development agreements required for the
      development and completion of the Celebrations
  Casino;

                


        

         

        
          	
                  12.  

                	
                  The
      Bank shall be satisfied as to the zoning of the Celebrations Casino and
      the availability of all municipal and regulatory permits and approvals
      required for the operation of the Celebrations
  Casino.

                


        

         

        
          	
                  13.  

                	
                  Any
      participation by way of equity, shareholders’ loan, or other cash
      injection required under the terms of this agreement must be in place. The
      Borrower shall provide to the Bank written confirmation as to the sources
      of funds being used to meet the proposed equity
    requirements.

                


        

         

        
          	
                  14.  

                	
                  The
      Bank reserves the sole and absolute right to syndicate part or all of the
      loan facility contemplated herein, with various syndication partners with
      whom the Bank syndicates loans from time to time, on terms and conditions
      satisfactory to the Bank;

                


        

         

        
          	
                  15.  

                	
                  The
      Bank will require two (2) full business days prior written notice of
      disbursement.

                


        

         

        The
following conditions must be fulfilled prior to draw down of Loan Facility
2:

        


        
          	
                  1.  

                	
                  CRA
      is to have posted the substantial completion certificate and the builders
      lien period shall have expired, the architect shall have certified the
      Celebrations Casinos as complete and the occupancy certificate and Casino
      License shall have been issued.

                


        

        


        
          	
                  2.  

                	
                  The
      proceeds of this loan advance will retire the outstanding construction
      advances of Loan Facility 1.

                


        

         

        
          
             


          

          
            
              

            

          

          
             


          

        

         

        SCHEDULE
“D” - TERM LOANS/MORTGAGES

        


        GENERAL
CONDITIONS

        


        CRA
agrees:

        


         

        
          	
                  1.  

                	
                  no
      Event of Default has occurred and is
continuing;

                


        

         

        
          	
                  2.  

                	
                  the
      Loan Maturity Date has not
occurred;

                


        

         

        
          	
                  3.  

                	
                  the
      conditions of this Agreement and of all previous advances have been
      satisfied or waived;

                


        

         

        
          	
                  4.  

                	
                  to
      maintain a “Cash Flow Coverage Ratio” of not less than 1.20 times, tested
      annually commencing based on the Borrowers audited annual accountant
      prepared financial statements. Cash Flow coverage ratio shall be defined
      as the Borrowers EBITDA less capital expenditures not funded by debt
      (current construction budget exempted), divided by the annual total fixed
      charge principal due in the next twelve months and the current years
      interest expense.

                


        

         

        
          	
                  5.  

                	
                  no
      other loans may be secured against the Celebrations Casino, except the
      Subordinate Mortgages satisfactory to the Bank and, at CRA’s option, a
      mortgage to secure CRA’s Equity contributed by the Guarantor or other
      affiliate of CRA, provided such mortgage is fully subordinated to the
      Security and supporting documents in accordance with a Priority and
      Standstill Agreement;

                


        

         

        
          	
                  6.  

                	
                  the
      Bank’s opinions, approvals and decisions are in its sole discretion and
      are not subject to judicial review as to their
    reasonableness;

                


        

         

        
          	
                  7.  

                	
                  CRA
      shall remain the sole registered and beneficial owner of the Celebrations
      Casino until the Loan has been repaid in full, unless otherwise approved
      by the Bank;

                


        

         

        
          	
                  8.  

                	
                  to
      maintain adequate insurance on the property and acknowledges that failure
      to do so will hereby authorize the Bank to purchase insurance to protect
      the Bank’s interest in the Celebrations Casino to the value of the
      outstanding loan/mortgage. CRA authorizes the Bank to add the cost of said
      insurance to the loan/mortgage
balance.

                


        

        


         

        EVENTS OF
DEFAULT:

        


         

        
          	
                  1.  

                	
                  The
      full amount of the indebtedness and liability of CRA then outstanding,
      together with accrued interest and any other charges then owing by CRA to
      the Bank shall, at the option of the Bank, forthwith be accelerated and be
      due and payable, and upon being declared to be due and payable, the
      securities shall immediately become enforceable and the Bank may proceed
      to realize and enforce the same upon the occurrence and during the
      continuance of any of the following events or circumstances (which events
      or circumstances are herein referred to as the “Events of
      Default”):

                


        

         

        
          	
                  (a)  

                	
                  CRA
      or any Guarantor fails to make due, whether on demand or at a fixed
      payment date, by acceleration or otherwise any payment of interest,
      principal, fees, commissions or other amounts payable to the
      Bank;

                


        

         

        
          	
                  (b)  

                	
                  there
      is a breach by CRA of any other term or condition contained in this
      Agreement or in any other agreement to which CRA and the Bank are parties
      and CRA has not corrected such breach within 30 days of notice having been
      provided to CRA;

                


        

         

        
          	
                  (c)  

                	
                  any
      default occurs under the terms of any security to be provided in
      accordance with this Agreement or under any other credit, loan or security
      agreement to which CRA are party and CRA have not corrected such breach
      within 30 days of notice having been provided to
  CRA;

                


        

         

        
          	
                  (d)  

                	
                  any
      bankruptcy, re-organization, compromise, arrangement, insolvency or
      liquidation proceedings or other analogous proceedings are instituted by
      or against CRA and, if instituted against CRA are allowed against or
      consented to by CRA or are not dismissed or stayed within 60 days after
      such institution;

                


        

         

        
          	
                  (e)  

                	
                  a
      receiver is appointed over any property of CRA or any judgement or order
      or any process of any court becomes enforceable against CRA or any
      property or any creditor takes possession of any property of
      CRA;

                


        

         

        
          	
                  (f)  

                	
                  any
      adverse change occurs in the financial condition of CRA or any
      Guarantor;

                


        

         

        
          	
                  (g)  

                	
                  any
      adverse change occurs in the environmental condition
of:

                
	
                  (i)  

                	
                  CRA,
      or

                


        

        
          	 
      	 
      
	
                  (iii)  

                	
                  any
      property, equipment, or business activities of
  CRA.

                


        

        


        
          	
                  (h)  

                	
                  CRA
      acknowledges that failure by any Guarantor of this Agreement to comply
      with the disclosure requirements set out in Section 45 of the Business
      Corporations Act (BCA) of Alberta shall constitute a default of CRA
      pursuant to this Agreement.

                


        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        MISCELLANEOUS
CONDITIONS:

         

        
          	
                  1.  

                	
                  The
      rights and remedies of the Bank pursuant to this Agreement and the
      securities taken pursuant hereto are cumulative and not alternative, and
      not in substitution for any other rights, remedies, or power of the
      Bank.

                


        

         

        
          	
                  2.  

                	
                  Any
      failure or delay by the Bank to exercise, or exercise fully, its rights
      and remedies pursuant to this Agreement and the securities taken pursuant
      hereto shall not be construed as a waiver of such rights and
      remedies.

                


        

         

        
          	
                  3.  

                	
                  In
      the absence of a formal Loan Agreement being entered into, this Agreement
      shall continue in full force and effect and shall not merge in any
      securities provided by CRA to the
Bank.

                


        

         

        
          	
                  4.  

                	
                  This
      Agreement and the security documentation to be provided by CRA pursuant
      hereto shall be construed in accordance with and governed by the laws of
      the Province of Alberta.

                


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        

         

        SCHEDULE
“E” - TERM LOANS/MORTGAGES

        


        REPORTING
REQUIREMENTS

        


        


         

        CRA
agrees to provide the following information to the Bank:

         

        
          	
                  1.  

                	
                  The
      annual audited financial statements of CRA prepared by a firm of qualified
      professional accountants (minimum standard - Review Engagement Report)
      within 90 days of CRA’s fiscal year-end, together with the annual Review
      Engagement Report financial statements of 746306 Alberta Ltd. and the 10K
      filing for Century Casinos, Inc..

                


        

        


        
          	
                  2.  

                	
                  The
      annual budget/cash flow projections along with their annual financial
      statements.

                


        

        


        
          	
                  3.  

                	
                  Monthly
      internally prepared interim financial statements with 25 days of each
      month end.

                


        

        


        
          	
                  4.  

                	
                  Provide
      the Bank with written advice of any change in shareholders representing
      more than 5% of the outstanding shares of CRA or the
      guarantors.

                


        

        


        
          	
                  5.  

                	
                  Annual
      confirmation that the current years property taxes have been paid by July
      25th
      each year.

                


        

        


        
          	
                  6.  

                	
                  Copy
      of the Alberta Gaming and Liquor Commission license, and annual
      renewal/licenses.

                


        

        


        
          	
                  7.  

                	
                  Copies
      of any notices sent by AGLC of any changes, amendments, breaches, or
      defaults under the AGLC license.

                   

                
	
                  8.  

                	
                  any
      further information, data, financial reports and records, accounting or
      banking statements, certificates, evidence of insurance and other
      assurances which the Bank may from time to time require in its sole
      discretion, acting reasonably.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
“F” - TERM LOANS/MORTGAGES

        


        SCHEDULE
- STANDARD LOAN TERMS

         

        ARTICLE
1 - GENERAL

        


        
          	
                  1.1.  

                	
                  Interest Rate. You will
      pay interest on each Loan at nominal rates per year at the rate specified
      in this Agreement.

                


        

        


        
          	
                  1.2.  

                	
                  Floating rate of
      interest. Each floating rate of interest provided for under this
      Agreement will change automatically, without notice, whenever the Bank’s
      Prime Rate or the U.S. Base Rate, as the case may be,
    changes.

                


        

        


        
          	
                  1.3.  

                	
                  Payment of interest.
      Interest is calculated on the daily balance of the Loan at the end
      of each day. Interest is due once a month, unless the Agreement states
      otherwise. Unless you have made other arrangements with us, we will
      automatically debit your Operating Account for interest amounts owing. If
      your Operating Account is in overdraft and you do not deposit to the
      account an amount equal to the monthly interest payment, the effect is
      that we will be charging interest on overdue interest (which is known as
      compounding). Unpaid interest continues to compound whether or not we have
      demanded payment from you or started a legal action, or get judgment,
      against you.

                


        

        


        
          	
                  1.4.  

                	
                  Fees. You will pay the
      Bank’s fees for the Loans as outlined in the Agreement. You will also
      reimburse us for all reasonable fees (including legal fees on a solicitor
      and his own client basis) and out-of-pocket expenses incurred in
      registering any security, and in enforcing our rights under this Agreement
      or any security. We will automatically debit your Operating Account for
      fee amounts owing.

                


        

        


        
          	
                  1.5.  

                	
                  Our rights re demand
      Loans. We believe that the banker-customer relationship is based on
      mutual trust and respect. It is important for us to know all the relevant
      information (whether good or bad) about your business. Canadian Western
      Bank is itself a business. Managing risks and monitoring our customers’
      ability to repay is critical to us. We can only continue to lend when we
      feel that we are likely to be repaid. As a result, if you do something
      that jeopardizes that relationship, or if we no longer feel that you are
      likely to repay all amounts borrowed, we may have to act. We may decide to
      act, for example, because of something you have done, information we
      receive about your business, or changes to the economy that affect your
      business. Some of the actions that we may decide to take include requiring
      you to give us more financial information, negotiating a change in the
      interest rate or fees, or asking you to get further accounting assistance,
      put more cash into the business, provide more security, or produce a
      satisfactory business plan. It is important to us that your business
      succeeds. We may demand immediate repayment of any outstanding amounts
      under any demand Loan. We may also, at any time and for any cause, cancel
      the unused portion of any demand
Loan.

                


        

        


        
          	
                  1.6.  

                	
                  Payments. If any payment
      is due on a day other than a Business Day, then the payment is due on the
      next Business Day.

                


        

        


        
          	
                  1.7.  

                	
                  Applying money received.
      If you have not made payments as required by this Agreement, or if you
      have failed to satisfy any term of this Agreement (or any other agreement
      you have that relates to this Agreement), or at any time before default
      but after we have given you appropriate notice, we may decide how to apply
      any money that we receive. This means that we may choose which Loan to
      apply the money against, or what mix of principal, interest, fees and
      overdue amounts within any Loan will be
paid.

                


        

        


        
          	
                  1.8.  

                	
                  Information
      requirements. We may from time to time reasonably require you to
      provide further information about your business. We may require
      information from you to be in a form acceptable to
  us.

                


        

        


        
          	
                  1.9.  

                	
                  Insurance. You will keep
      all our business assets and property insured (to the full insurable value)
      against loss or damage by fire and all other risks usual for property such
      as yours (plus for any other risks we may reasonably require). If we
      request, these policies will include a loss payee clause (and if you are
      giving us mortgage security, a Standard Mortgagee Clause). As further
      security, you assign all insurance proceeds to us. If we ask, you will
      give us either the policies themselves or adequate evidence of their
      existence. If your insurance coverage for any reason stops, we may (but do
      not have to) insure the property. We will automatically debit your
      Operating Account for this amount. In the event there are no funds on
      deposit, we may add the insurance cost to your Loan. Finally, you will
      notify us immediately of any loss or damage to the
    property.

                


        

        


        
          	
                  1.10.  

                	
                  Environmental Matters.
      You will carry on your business, and maintain your assets and property, in
      accordance with all applicable environmental laws and regulations. If (a)
      there is any release, deposit, discharge or disposal of pollutants of any
      sort (collectively, a “Discharge”) in connection with either your business
      or your property, and we pay any fines or for any clean-up, or (b) we
      suffer any loss or damage as a result of any Discharge, you will reimburse
      the Bank, its directors, officers, employees and agents for any and all
      losses, damages, fines, costs and other amounts (including amounts spent
      preparing any necessary environmental assessment or other reports, or
      defending any lawsuits) that result. If we ask, you will defend any
      lawsuits, investigations or prosecutions brought against the Bank or any
      of its directors, officers, employees and agents in connection with any
      Discharge. Your obligation to us under this section continues even after
      all Loans have been repaid and this Agreement has
    terminated.

                


        

        


        
          	
                  1.11.  

                	
                  Consent to release
      information. We may from time to time give any loan or other
      information about you to, or receive such information from, (a) any
      financial institution, credit reporting agency, rating agency or credit
      bureau, (b) any person, firm or corporation with whom you may have or
      propose to have financial dealings, and (c) any person, firm or
      corporation in connection with any dealings you have or propose to have
      with us. You agree that we may use that information to establish and
      maintain your relationship with us and offer any services as permitted by
      law, including services and products offered by our subsidiaries when it
      is considered that this may be suitable to
you.

                


        

        


        
          	
                  1.12.  

                	
                  Proof of debt. This
      Agreement provides the proof, between the Bank and you, of the loans made
      available to you. There may be times when the type of loan you have
      requires you to sign additional documents. Throughout the time that we
      provide you loans under this Agreement, our loan accounting records will
      provide complete proof of all terms and conditions of your loan (such as
      principal loan balances, interest calculations, and payment
      dates).

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  1.13.  

                	
                  Renewals of this
      Agreement. This Agreement will remain in effect for your Loans for
      as long as they remain unchanged. If there are no changes to the Loans
      this Agreement will continue to apply, and you will not need to sign
      anything further. If there are any changes, we will provide you with
      either an amending agreement, or a new replacement Letter, for you to
      sign.

                


        

        


        
          	
                  1.14.  

                	
                  Confidentiality. The
      terms of this Agreement are confidential between you and the Bank. You
      therefore agree not to disclose the contents of this Agreement to anyone
      except your professional advisors and where required by
    law.

                


        

        


         

        
          	
                  1.15.  

                	
                  Pre-conditions. You may
      use the Loans granted to you under this Agreement only
  if:

                


        

        


        
          	
                  (a)  

                	
                  we
      have received properly signed copies of all documentation that we may
      require in connection with the operation of your accounts and your ability
      to CRA and give security;

                


        

         

        
          	
                  (b)  

                	
                  all
      the required security has been received and registered to our
      satisfaction;

                   

                
	
                  (c)  

                	
                  any
      special provisions or conditions set forth in the Agreement have been
      complied with; and

                


        

        


        
          	
                  (d)  

                	
                  if
      applicable, you have given us the required number of days notice for a
      drawing under a Loan.

                


        

        


        
          	
                  1.16.  

                	
                  Notices. We may give you
      any notice in person or by telephone, or by letter that is sent either by
      fax or by mail.

                


        

        


        
          	
                  1.17.  

                	
                  Non-Revolving Loans. The
      following terms apply to each Non-Revolving
  Loan:

                


        

        


        
          	
                  (a)  

                	
                  Non-revolving Loans.
      Unless otherwise stated in the Agreement, any principal payment made
      permanently reduces the available Loan Amount. Any payment we receive is
      applied first to overdue interest, then to current interest owing, then to
      overdue principal, then to any fees and charges owing, and finally to
      current principal.

                


        

        


        
          	
                  (b)  

                	
                  Floating Rate Non-Revolving
      Loans. Floating Rate Loans may have either (i) blended payments or
      (ii) payments of fixed principal amounts, plus interest as described
      below:

                


        

        


        
          	
                                    (i)  

                	
                  Blended payments. If you
      have a Floating Rate Loan that has blended payments, the amount of your
      monthly payment is fixed for the term of the loan, but the interest rate
      varies with changes in the Prime Rate or U.S. Base Rate (as the case may
      be). If the Prime Rate or U.S. Base Rate during any month is lower than
      what the rate was at the outset, you may end up paying off the loan before
      the scheduled end date. If, however, the Prime Rate or U.S. Base Rate is
      higher than what it was at the outset, the amount of principal that is
      paid off is reduced. As a result, you may end up still owing principal at
      the end of the term because of these changes in the Prime Rate or U.S.
      Base Rate. We will advise you from time to time of any changes in the
      blended payment necessary to maintain the original amortization period,
      should we chose to do so.

                


        

         

        
          	
                  (ii)  

                	
                  Payments of fixed principal
      plus interest. If you have a Floating Rate Loan that has regular
      principal payments, plus interest, the principal payment amount of your
      Loan is due on the payment date specified in the Agreement. Although the
      principal payment amount is fixed, your interest payment will usually be
      different each month, for at least one and possibly more reasons, namely:
      the reducing principal balance of your loan, the number of days in the
      month, and changes to the Prime Rate or U.S. Base Rate (as the case may
      be).

                


        

                


        
          	
                  (c)  

                	
                  Demand of Fixed Rate
      Term. If you have a Fixed Rate Term Loan and we make demand for
      payment, you will owe us (i) all outstanding principal, (ii) interest,
      (iii) any other amount due under this Agreement, and (iv) a prepayment
      charge. The prepayment charge is equal to the greater of three (3) months
      interest calculated on the unpaid balance at the rate authorized or the
      Bank’s Unwinding Costs.

                


        

         

        


        ARTICLE
2 - DEFINITIONS

         

        2.1. Definitions. In this Agreement, the following terms have the
following meanings:


        “Agreement” means the letter
agreement between you and Canadian Western Bank to which this Schedule and any
other Schedules are attached.

        


        “Business Day” means any day
(other than a Saturday or a Sunday) that the CWB Branch/Centre is open for
business.

        


        “Cash Collateral Account”
means funds on deposit held by the Bank in an interest bearing account pending
satisfaction of certain terms and/or conditions.

        


        “Customer Automated Funds Transfer
(CAFT)” is a WEB based service that provides non-personal customers the
ability to make multiple electronic transactions for purposes of direct deposit
for payroll or direct payment of accounts payable.

        


        “CWB Branch/Centre” means the
Canadian Western Bank branch or banking centre noted on the first page of this
Agreement, as changed from time to time by agreement between the
parties.

        


        “Demand Non-Revolving Loan”
means an installment loan that is payable upon demand. Such a Loan may be either
at a fixed or a floating rate of interest.

        


        “Fixed Rate Loan” means any
loan drawn down, converted or extended under a Loan at an interest rate which
was fixed for a term, instead of referenced to a floating rate such as the Prime
Rate or U.S. Base Rate, at the time of such drawdown, conversion or
extension.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        “Intangibles” means assets of
the business that have no value in themselves but represent value. They include
such things as copyright, goodwill, patents and trademarks; franchises,
licenses, leases, research and development costs, and deferred development
costs.

        


        “Lease-Up Reserve” means the
amount of the Loan that is funded into a Cash Collateral Account pending
lease-up of the Celebrations Casino in accordance with the Loan
authorization.

         

        “Letter of Credit” or “L/C” means a documentary or
stand-by Letter of Credit, a Letter of Guarantee, or a similar instrument in
form and substance satisfactory to us.

        


        “Lien” includes a mortgage,
charge, lien, security interest or encumbrance of any sort on an asset, and
includes conditional sales contracts, title retention agreements, capital trusts
and capital leases.

         

        “Loan” means any loan
facility referred to in the Agreement and if there are two or more facilitys,
“Loan” includes reference to each facility.

        


        “Loan Amount” of any Loan
means the amount specified in the Agreement and if there are two or more
facilitys, “Loan Amount” includes reference to each facility.

        


        “Loan Maturity Date” means
the date the loan is to be repaid or extended by for further term, at the option
of the Bank.

        


        “Mandatory Capital
Expenditures” means net capital expenditures incurred by you not financed
by long term debt. Net capital expenditures means all capitalized fixed asset
purchases less fixed asset sales.

        


        “Normal Course Lien” means a
Lien that (a) arises by operation of law or in the ordinary course of business
as a result of owning any such asset (but does not include a Lien given to
another creditor or to secure debts owed to that Loan) and (b) taken together
with all other Normal Course Liens, does not materially affect the value of the
asset or its use in the business.

        


        “Operating Account” means the
account that you normally use for the day-to-day cash needs of your business,
and may be either or both of a Canadian dollar and a U.S. dollar
account.

        


        “Postponed Debt” means any
debt owed by you that has been formally postponed to the Bank.

        


        “Prime Rate” means the
variable reference rate of interest per year declared by the Bank from time to
time to be its prime rate for Canadian dollar loans made by the Bank in
Canada.

        


        “Principal Sum” means the
loan balance outstanding.

        


        “Priority Claims” means
priorities that are created when a CRA does not remit monies due for Income Tax,
Workers Compensation, Canada Pension Plan, Employment Insurance, GST, Provincial
Sales Tax, wage claims including unpaid holiday entitlement, unpaid utility
bills and arrears of rent for business premises. These are considered to be
deemed trust and rank in priority to all security interests.

        


        “Purchase Money Lien” means a
Lien incurred in the ordinary course of business only to secure the purchase
price of an asset, or to secure debt used only to finance the purchase of the
asset.

        


        “Shareholders’ Equity” means
paid-in capital, retained earnings and attributed or contributed
surplus.

        


        “Standard Overdraft Rate”
means the variable reference interest rate per year declared by the Bank from
time to time to be its standard overdraft rate on overdrafts in Canadian or U.S.
dollar accounts maintained with the Bank in Canada.

        


        “Tangible Net Worth” means
the total Shareholders’ Equity, minus (a) amounts due from/investments in
related parties, and the value of all intangibles, plus (b) all postponed
debt.

        


        “Unwinding Costs” means the
costs the Bank incurs when a fixed rate loan is paid out early. The unwinding
costs are based on an interest rate differential between the loan rate and the
bid side yield for Government of Canada securities with the same maturity as the
loan, for the remaining term of the loan at the time of repayment.

        


        “U.S. Base Rate” means the
variable reference rate of interest per year as declared by the Bank from time
to time to be its base rate for U.S. dollar loans made by the Bank in
Canada.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        Canadian
Western Bank

        


        September
8, 2005

         

        Century
Resorts Alberta Inc.

        1263 A
Lake Plaza Drive

        Colorado
Springs, Colorado

        80906

        


        ATTENTION:
Mr. Larry Hannappel

        


        RE: Amendment to the
August 3, 2005 Commitment to Provide Construction and Takeout Financing for the
Development of the Celebrations Casino in Edmonton

         

        Dear
Sir:

         

        The
Canadian Western Bank is pleased to advise that we have authorized to the
following revised terms and conditions to our August 3, 2005 Commitment
Letter:

        


        Amendment 1.0 - Guarantee
-

        


        
          	 
      	
                  The
      requirement for a $20,000,000.00 joint and several guarantee and
      postponement of claim from Century Casinos, Inc. and 746306 Alberta Ltd as
      detailed in Schedule A, item 6, shall be amended to a $20,000,000.00
      guarantee and postponement of claim from Century Casinos,
    Inc.

                


        

         

        All other
terms and conditions of the August 3, 2005 Commitment Letter remain
unchanged.

        


        


        Yours
truly,

        CANADIAN
WESTERN BANK

        


         

        /s/ Wayne C.
Dosman                                  /s/ Ken Arndt

        Wayne C.
Dosman                                      
Ken Arndt

        Assistant
Vice
President                            Assistant
Vice President

        and
Branch
Manager                                   Commercial
Banking

         

        Agreed
to and Accepted this 10th  day of September A.D.
2005.

        


        


        BORROWER:
CENTURY RESORTS ALBERTA LTD.

        


        PER:
/s/ Larry
Hannapppel

                 
September 9, 2005

                 
Larry Hannappel, Secretary

        


         

        GUARANTOR: CENTURY CASINOS,
INC.

          

        PER:
/s/ Peter
Hoetzinger

                 
September 10, 2005

                 
Peter Hoetzinger, Vice Chairman and Co CEO

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        September
21, 2005

        


        


        Century
Resorts Alberta Inc.

        1263 A
Lake Plaza Drive

        Colorado
Springs, Colorado

        80906

        
 

        ATTENTION:
Mr. Larry Hannappel

        


        Dear
Sir:

         

        RE: Amendment to the
August 3, 2005 Commitment to Provide Construction and Takeout Financing for the
Development of the Celebrations Casino in Edmonton

        


        


        The
Canadian Western Bank is pleased to advise that we have authorized to the
following revised terms and conditions to our August 3, 2005 Commitment Letter
and the September 8, 2005 amendment to the August 3, 2005 Commitment Letter
:

        


        Amendment 1.0 - Non Merger Clause
-

        


        The Non
Merger Clause contained on page 6 of the commitment letter, item number 21 shall
be amended as follows;

        


        The terms
and conditions set out herein shall not be superseded by nor merge in and shall
survive the execution, delivery and/or registration of any instruments of
security or evidences of indebtedness granted by CRA hereafter, and the
advancement of any funds by the Bank. In the event of a conflict between the
security documents and the terms of this letter, the terms of the commitment
letter and the amendments to the commitment letter shall govern.

        


        Amendment 2.0 - Schedule “D”
amendments -

        


        The
events of default shall be amended as follows;

        


        f) any
material adverse change occurs in the financial condition of CRA or any
Guarantor;

        


        g) any
material adverse change occurs in the environmental condition of:

         

        (i)   CRA,
or

        (ii)  any
property, equipment, or business activities of CRA.

         

         

        All other
terms and conditions of the August 3, 2005 Commitment Letter and the September
8, 2005 amendment to the August 3, 2005 Commitment Letter remain
unchanged.

        


        


        Yours
truly,

        CANADIAN
WESTERN BANK

        


         

        /s/ Wayne C.
Dosman                              /s/ Ken Arndt

        Wayne C.
Dosman                                  
Ken Arndt

        Assistant
Vice
President                        Assistant
Vice President

        and
Branch
Manager                              
Commercial Banking

         

         

        Agreed
to and Accepted this 23rd day of September, A.D. 2005.

        


        


        BORROWER:
CENTURY RESORTS ALBERTA LTD.

        


        PER:
/s/ Larry Hannappel

                 
September 23, 2005

                 
Larry Hannappel, Secretary

        
 

        GUARANTOR: CENTURY CASINOS,
INC.

          

        PER:
/s/ Peter
Hoetzinger

                 
September 23, 2005

                 
Peter Hoetzinger, Vice Chairman and Co
CEO