ex10-1.htm


    NINTH AMENDMENT
TO

    AMENDED AND RESTATED CREDIT
AGREEMENT

    


    THIS
NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Ninth Amendment") is
made and entered into as of the 21st day
July, 2008, by and among WMCK VENTURE CORP., a Delaware corporation, CENTURY
CASINOS CRIPPLE CREEK, INC., a Colorado corporation and WMCK ACQUISITION CORP.,
a Delaware corporation (collectively the "Borrowers"), CENTURY CASINOS, INC., a
Delaware corporation (the "Guarantor") and WELLS FARGO BANK, National
Association, as Lender and L/C Issuer and as the administrative and collateral
agent for the Lenders and L/C Issuer (herein in such capacity called the "Agent
Bank" and, together with the Lenders and L/C Issuer, collectively referred to as
the "Banks").

    


    R_E_C_I_T_A_L_S:

    WHEREAS:

     

    A.           Borrowers,
Guarantor and Banks entered into an Amended and Restated Credit Agreement dated
as of April 21, 2000, as amended by First Amendment to Amended and Restated
Credit Agreement dated as of August 22, 2001, by Second Amendment to
Amended and Restated Credit Agreement dated as of August 28, 2002, by Third
Amendment to Amended and Restated Credit Agreement dated as of October 27, 2004,
by Fourth Amendment to Amended and Restated Credit Agreement dated as of
September 23, 2005, by Fifth Amendment to Amended and Restated Credit dated
as of December 6, 2005, by Sixth Amendment to Amended and Restated Credit
Agreement dated as of October 31, 2006, by Seventh Amendment to Amended and
Restated Credit Agreement dated as of February 28, 2007, and by Eighth
Amendment to Amended and Restated Credit Agreement dated as of April 11,
2008 (collectively, the "Existing Credit Agreement").

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (i)           decreasing
the Aggregate Commitment and Maximum Permitted Balance from its present level of
Ten Million Dollars ($10,000,000.00) to Five Million Dollars
($5,000,000.00);

     

    (ii)           amending
the definition of EBITDA;

     

    (iii)           deleting
the Interest Expense Coverage Ratio requirement effective as of the Fiscal
Quarter ended June 30, 2008 (Section 6.02);

     

    (iv)           restating
Subsection 6.05(d) for the purpose of removing the aggregate limitation of
Five Hundred Thousand Dollars ($500,000.00) of Indebtedness owing by Borrowers
to Guarantor or any Subsidiary or Affiliate of Guarantor; and

     

    (v)           restating
the Restriction on Distributions Covenant (Section 6.10) for the purpose of
providing that on and after the Ninth Amendment Effective Date no further
Distributions or Management Fees may be made in Cash or otherwise actually
paid.

     

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

     

     

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

     

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

     

    "Aggregate
Commitment" shall mean, as of the Ninth Amendment Effective Date, reference to
the aggregate amount committed by Lender for advance to or on behalf of the
Borrower as Borrowings under the Credit Facility up to the maximum principal
amount of Five Million Dollars ($5,000,000.00), as may be reduced from time to
time by (i) Voluntary Permanent Reductions and/or (ii) Mandatory
Commitment Reductions.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    "Aggregate
Commitment Reduction Schedule" shall mean the Aggregate Commitment Reduction
Schedule marked "Schedule 2.01(c)", affixed to the Ninth Amendment and by this
reference incorporated herein and made a part hereof, which revised
Schedule 2.01(c) shall fully supersede and restate Schedule 2.01(c)
attached to the Existing Credit Agreement.

     

    
      "Compliance
Certificate" shall mean a compliance certificate as described in
Section 5.08, the form of which is more particularly described on
"Exhibit F", affixed to the Ninth Amendment and by this reference
incorporated herein and made a part hereof, which revised Exhibit F shall
fully supersede and restate Exhibit F attached to the Existing Credit
Agreement.

    

     

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

     

    "EBITDA"
shall mean with reference to any Person, for any Fiscal Period under review, the
sum of (i) Net Income for that period, plus (ii) Interest Expense
(expensed and capitalized) for that period, plus (iii) the aggregate amount of
federal and state taxes on or measured by income for that period (whether or not
payable during that period), plus (iv) depreciation, amortization and all
other non-cash expenses for that period, plus (v) unpaid accrued Management
Fees, in each case determined in accordance with GAAP, less (vi) all cash
and non-cash income (including, but not limited to, interest income), transfers,
loans and advances from CCI or any of its Subsidiaries that are not members of
the Borrower Consolidation, less (vii) all other non-cash income from any
source not specified in (vi) above, and, in the case of items (ii), (iii), (iv)
and (v), only to the extent deducted in the determination of Net Income for that
period and in the case of items (vi) and (vii) only to the extent included in
the determination of Net Income for that period.

     

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

     

    "Maximum
Scheduled Balance" shall mean the maximum amount of scheduled principal which
may be outstanding on the Credit Facility from time to time in the amount of
Five Million Dollars ($5,000,000.00) as of the Ninth Amendment Effective
Date.

     

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

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

      "Ninth
Amendment Effective Date" shall mean July 23, 2008, subject to the
occurrence of each of the conditions precedent set forth in Paragraph 7 of
the Ninth Amendment.

    

     

    2.           Commitment
Decrease.  From and after the Ninth Amendment Effective Date,
the Aggregate Commitment shall be and is hereby reduced to Five Million Dollars
($5,000,000.00).

     

     

    3.           Restated
Definitions.  On and after the Ninth Amendment Effective
Date:

     

     

    a.           The
definitions of "Aggregate Commitment", "Aggregate Commitment Reduction
Schedule", and "EBITDA" shall be deemed fully amended and restated by the
definitions set forth in the Ninth Amendment; and

     

    b.           The
definition of "Interest Expense Coverage Ratio" shall be and is hereby deleted
in its entirety from the Credit Agreement, effective retroactively to the Fiscal
Quarter ended June 30, 2008.

     

    4.           Elimination of Interest
Expense Coverage Ratio Covenant.  As of the Ninth Amendment
Effective Date, Section 6.02 of the Existing Credit Agreement entitled "Interest
Expense Coverage" shall be and is hereby deleted in its entirety, effective
retroactively to the Fiscal Quarter ended June 30, 2008.

     

     

    5.           Restatement of
Subsection 6.05(d) of the Total Indebtedness Covenant.  As
of the Ninth Amendment Effective Date, Section 6.05(d) of the Existing Credit
Agreement shall be restated in its entirety as follows:

     

    
      	
               
      

            	
              "d.  Indebtedness
      to Guarantor or any Subsidiary or Affiliate of Guarantor which is not a
      member of the Borrower
Consolidation."

            


    

     

    6.           Restatement of Covenant
Restricting Distributions.  As of the Ninth Amendment Effective
Date, Section 6.10 of the Existing Credit Agreement entitled "Restriction on
Distributions" shall be restated in its entirety as follows:

     

    
      	
               
      

            	
              "Section
      6.10.  Restriction on
      Distributions.  Commencing as of July 1, 2008 and
      continuing until Credit Facility Termination, the Borrower Consolidation
      shall not pay in Cash or otherwise actually pay in any manner any
      Distributions (including, without limitation, Designated CCI Distribution
      Carve-Outs), Management Fees or interest on Subordinated
      Debt.  Provided, however, for the avoidance of doubt, the
      parties understand and agree that Borrowers may reimburse Guarantor and/or
      Affiliates for actual operating expenses incurred in the ordinary course
      of business (such as employee salaries, insurance premiums and other
      shared expenses) that are actually paid on behalf of any Borrower by
      Guarantor and/or such Affiliate."

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

      7.           Conditions Precedent to
Ninth Amendment Effective Date.  The occurrence of the Ninth
Amendment Effective Date is subject to Agent Bank having received the following
documents and payments, in each case in a form and substance reasonably
satisfactory to Agent Bank, and the occurrence of each other condition precedent
set forth below on or before July 23, 2008:

    

     

    a.           Due
execution by Borrowers, Guarantor and Banks of three (3) duplicate
originals of this Ninth Amendment;

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

     

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

     

     

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

     

     

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

     

     

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

     

     

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

     

    
       
Schedule
2.01(c) - Aggregate
Commitment Reduction Schedule

    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

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

    

     

    Exhibit F
-                                Compliance
Certificate - Form

    


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

    


    
      	 
      	
              BORROWERS:

              WMCK
      VENTURE CORP.,

              a
      Delaware corporation

               

              By
      /s/ Larry
      Hannappel

                   Larry
      Hannappel,

                   President

            
	 
      	
               

              CENTURY
      CASINOS CRIPPLE CREEK,
      INC.,

              a
      Colorado corporation

               

              By
      /s/ Larry
      Hannappel

                   Larry
      Hannappel,

                   President

               

            
	 
      	
              WMCK
      ACQUISITIONCORP.,
      

              a
      Delaware corporation

               

              By /s/ Larry
      Hannappel

                   Larry
      Hannappel,

                   President

               

            


    

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              GUARANTOR:

               

              CENTURY
      CASINOS, INC.,

              a
      Delaware corporation

               

              By
      /s/ Larry
      Hannappel

                   Larry
      Hannappel,

                   Senior
      Vice President

               

            
	 
      	
              BANKS:

               

              WELLS
      FARGO BANK,

              National
      Association,

              Agent
      Bank, Lender and L/C
      Issuer

               

              By
      /s/ Ryan
      Edde

                   Ryan
      Edde,

                   Vice
      President

            


    

    



    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    Schedule
2.01(c)

    To

    Ninth Amendment to Credit Agreement

     

    AGGREGATE
COMMITMENT REDUCTION SCHEDULE

    (As
of Ninth Amendment Effective Date)

     

     

    
      	
              REDUCTION
      DATE

            	
              SCHEDULED
      REDUCTION

            
	
              Ninth
      Amendment Effective Date

            	
              -0-

            
	
              December
      31, 2009

              (Maturity
      Date)

            	
              Entire
      unpaid principal balance

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      EXHIBIT
F

      TO

      NINTH AMENDMENT
TO CREDIT AGREEMENT

    

    


    COMPLIANCE
CERTIFICATE

    (Revised
- Ninth Amendment - Form)

    


    


    
      	
              TO:

            	
              WELLS
      FARGO BANK, National Association, as Agent
Bank

            


    

     

    Reference
is made to that certain Amended and Restated Credit Agreement, dated as of April
21, 2000, as amended by First Amendment to Amended and Restated Credit Agreement
dated as of August 22, 2001, by Second Amendment to Amended and Restated
Credit Agreement dated as of August 28, 2002, by Third Amendment to Amended and
Restated Credit Agreement dated as of October 27, 2004, by Fourth Amendment to
Amended and Restated Credit Agreement dated as of September 23, 2005, by Fifth
Amendment to Amended and Restated Credit Agreement dated as of December 6, 2005,
by Sixth Amendment to Amended and Restated Credit Agreement dated as of
October 31, 2006, by Seventh Amendment to Amended and Restated Credit
Agreement dated as of February 28, 2007, by Eighth Amendment to Amended and
Restated Credit Agreement dated April 11, 2008 and by Ninth Amendment
to Amended and Restated Credit Agreement dated as of July 21, 2008 (as may
be further amended, supplemented or otherwise modified from time to time,
collectively the "Credit Agreement"), by and among WMCK VENTURE CORP., a
Delaware corporation, CENTURY CASINOS CRIPPLE CREEK, INC., a Colorado
corporation and WMCK ACQUISITION CORP., a Delaware corporation (collectively the
"Borrowers"), CENTURY CASINOS, INC., a Delaware corporation (the "Guarantor"),
the Lenders therein named (each, together with their respective successors and
assigns, individually being referred to as a "Lender" and collectively as the
"Lenders"), the L/C Issuer therein named and WELLS FARGO BANK, National
Association, as administrative and collateral agent for the Lenders and L/C
Issuer (herein, in such capacity, called the "Agent Bank" and, together with the
Lenders, collectively referred to as the "Banks").  Terms defined in
the Credit Agreement and not otherwise defined in this Compliance Certificate
("Certificate") shall have the meanings defined and described in the Credit
Agreement.  This Certificate is delivered in accordance with
Section 5.08(f) of the Credit Agreement.

    


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

    

    


    I.

    


    COMPLIANCE WITH AFFIRMATIVE
COVENANTS

    
      	
              A.    FF&E
      (Section 5.01): Amount of Capital Proceeds from FF&E sold or disposed
      which exceeds One Hundred Fifty Thousand Dollars ($150,000.00) in the
      aggregate during the term of the Credit Facility, in each instance which
      are not replaced by FF&E of equivalent value and
    utility.

            	
               

               

               

               

               

               

              $______________

            
	
              B.    Compliance with
      Payment Subordination Agreement (Section 5.03): Report the
      amount of any payments made on the Subordinated Debt:

            	 
      
	
                  Interest

            	
              $______________

            
	
                  Principal

            	
              $______________

            
	
              C.    Liens Filed (Section
      5.04):  Report any liens filed against the Real Property and the
      amount claimed in such liens.  Describe actions being taken with
      respect thereto.

            	
               

               

               

              _______________

            
	
              D.    Acquisition of Additional
      Property (Section 5.06(b)):

            	 
      
	
              a.    Other
      than the Real Property presently encumbered by the Security Documentation,
      attach a legal description and describe the use of any other real property
      or rights to the use of real property which is used in any material manner
      in connection with the Casino Facilities.  Attach evidence that
      such real property or rights to the use of such real property has been
      added as Collateral under the Security Documentation.

            	
               

               

               

              ______________

            
	
                  b.    Has the
      T-Shirt Shop been acquired by any Borrower or the
    Guarantor?

            	
               

                       (yes/no) 
               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              E.    Permitted
      Encumbrances (Section 5.11): Describe any mortgage, deed of trust,
      pledge, lien, security interest, encumbrance, attachment, levy, distraint
      or other judicial process or burden affecting the Collateral other than
      the Permitted Encumbrances.  Describe any matters being
      contested in the manner described in Sections 5.04 and 5.10 of the
      Credit Agreement.

            	
               

               

               

               ______________

            
	
              F.    Suits or
      Actions (Section 5.16):  Describe on a separate sheet any
      matters requiring advice to Agent Bank under Section 5.16.

            	
               

               

               ______________

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

            	
               

               

               ______________

            
	
              H.    Notice of Hazardous
      Materials (Section 5.20): State whether or not to your
      knowledge there are any matters of which Banks should be advised under
      Section 5.20.  If so, attach a detailed summary of such
      matter(s).

            	
               

               

               ______________

            
	
              I.    Golden Horseshoe
      Lease (Section 5.23):

            	 
      
	
               

                  a.    
      Describe all defaults, if any, which occurred during the period under
      review under the Golden Horseshoe Lease.  Describe any
      modifications or amendments to the Golden Horseshoe
      Lease.  State whether or not such modifications or amendments
      have been consented to by Agent Bank as required under Section 5.23
      of the Credit Agreement.

            	
               

               

               

               

               _____________

            
	
              b.    Have
      the Borrowers given Teller Realty Inc. written notice of intent to
      exercise the purchase option?

            	
               

                          yes/no        

            
	
              If so, attach a copy of such
      written notice.

            	 
      
	
              Required:  On or before
      June 30, 2003.

            	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              c.    Have
      Borrowers purchased the Golden Horseshoe Property?

            	
               

                          yes/no         

            
	
              d.    Have
      Borrowers extended the term of the Golden Horseshoe Lease to at least
      June 30, 2010?

            	
               

                          yes/no        

            
	
              Requirement:  b, c or d
      must occur on or before June 30, 2003.

            	 
      
	
               

              J.     Compliance with
      Management Agreement (Section 5.27):

            	 
      
	
              a.     Has a
      Management Agreement been executed in compliance with the requirements of
      Section 5.27?

            	
               

                 
                  yes/no       

            
	
              If so:

            	   
      _____________
	
              b.    
      Describe all defaults, if any, which occurred during the period under
      review under the Management Agreement.

            	
                  _____________

            
	
              c.    
      Describe any modifications or amendments to the Management
      Agreement.

            	
                 ____________

            
	
               d.    State whether
      or not such modifications or amendments have been consented to by Agent
      Bank as required under Section 5.27 of the Credit
    Agreement.

            	
                

            
	
               e.     Have any
      Management Fees been paid?

            	
                          
      yes/no        
    

            
	
              f.     
      Has the Borrower Consolidation realized a Leverage Ratio less than 2.00 to
      1.00 as of the end of a Fiscal Quarter occurring prior to such
      payment?

            	
               

                           yes/no        
      

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    II.

    


    FINANCIAL
COVENANTS

    


    
      	
              A.   Leverage
      Ratio (Section 6.01):

            	 
      
	
               

              Funded
      Debt.  To be calculated with reference to the
      Borrower Consolidation as of the last day of the Fiscal Quarter set forth
      above:

            	 
      
	
                  a.     Daily
      average of the Aggregate Funded Outstanding on the Credit Facility during
      the last month of the Fiscal Quarter under review

            	
               

                 $_____________

            
	
              b.     Plus
      the daily average during the last month of the Fiscal Quarter under
      review, of both the long-term and the current portions (without
      duplication) of all other interest bearing Indebtedness

            	
               

                 
      + $_____________

            
	
              c.     Plus
      the daily average during the last month of the Fiscal Quarter under
      review, of both the long-term and current portion (without duplication) of
      all Capitalized Lease Liabilities

            	
               

              +
      $_____________

            
	
              d.    Plus
      the amount of all other Contingent Liabilities as of the last day of such
      period

            	
               

              +
      $_____________

            
	
              e.    Less
      the amount of all Subordinated Debt as of the last day of such period to
      the extent included in (b) above

            	
               

              -
      $_____________

            
	
              f.    TOTAL FUNDED
      DEBT

              (a + b + c + d +
    e)

            	
               

                $_____________

            
	
              Divided
      (/) by:

            	
               

            
	
               

              EBITDA

            	 
      
	
               

              To
      be calculated with reference to the Borrower Consolidation on a cumulative
      basis with respect to the Fiscal Quarter under review and the most
      recently ended three (3) immediately preceding Fiscal Quarters on a four
      (4) Fiscal Quarter basis

               

            	 
      
	
              g.    Net
      income

            	
                 $_____________

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

            	
                 
      + $_____________

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

            	
               

              +
      $_____________

            
	
              j.     Plus
      depreciation, amortization and all other non-cash expenses to the extent
      deducted in the determination of Net Income

            	
               

              +
      $_____________

            
	
              k.    Plus
      unpaid accrued Management Fees to the extent deducted in the determination
      of Net Income

            	   
      + $_____________
	
              l.     Less
      all cash and non-cash income (including, but not limited to, interest
      income), transfers, loans and advances from CCI or any of its Subsidiaries
      that are not members of the Borrower Consolidation to the extent included
      in the determination of Net Income.

            	
               

               

              -  $                                

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

            	
               

              -  $                                

            
	
              n.    TOTAL
EBITDA

              (g
      + h + i + j – k – l – m)

            	
               

                 $_____________

            
	
              Leverage Ratio (f
      / n)

            	
                                :1             

            


    

     

    Maximum Permitted Leverage Ratio: 2.00 to 1.00

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              B.    Interest Expense
      Coverage Ratio (Section 6.02):   Eliminated in its
      entirety.

            	 
      


    

     

    
      	
              C.       
      Minimum Make-Well
      Adjusted Quarterly EBITDA (Section 6.03):  To be
      calculated with respect to the Borrower Consolidation with respect to each
      Fiscal Quarter commencing as of the Fiscal Quarter ending June 30,
      2008 and continuing as of each Fiscal Quarter until the occurrence of Bank
      Facility Termination:

            	 
      
	
               

              MAKE-WELL ADJUSTED
      QUARTERLY EBITDA

            	 
      
	
              a.  EBITDA for such Fiscal
      Quarter

            	 
      
	
              (i)
        Net
      income

            	
                 $_____________

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

            	
               

              +
      $_____________

            
	
              (iii) Plus the aggregate amount
      of Federal and state taxes on or measured by income (whether or not
      payable during the Fiscal Quarter under review) to the extent deducted in
      the determination of Net Income

            	
               

              +
      $_____________

            
	
              (iv)
      Plus depreciation, amortization and all other non-cash expenses to the
      extent deducted in the determination of Net Income

            	
               

              +
      $_____________

            
	
              (v) 
      Plus unpaid accrued Management Fees to the extent deducted in the
      determination of Net Income

            	   
      + $_____________        
	
              (vi)  Less all cash and
      non-cash income (including, but not limited to, interest income),
      transfers, loans and advances from CCI or any of its Subsidiaries that are
      not members of the Borrower Consolidation to the extent included in the
      determination of Net Income.

            	
               

                 
      -  $_____________                                

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

            	
               

              -  $_____________                                

            
	
              b.
      TOTAL QUARTERLY
      EBITDA

              [(i)
      + (ii) + (iii) + (iv) + (v) - (vi) - (vii)]

            	
               

                 $  
                                  

            
	
              c.
      Plus the difference, if any, of the following calculation:

            	
               

              +
      $____________

            
	
              (i)
      Set forth the aggregate amount of Make Well Contributions received in Cash
      by Borrower during the Fiscal Quarter under review or within 40 days
      following the end of the Fiscal Quarter under review which were designated
      as applicable to such Fiscal Quarter.

            	
               

                   
        $____________

            
	
              (ii)
      Set forth the aggregate amount of Distributions (exclusive of Management
      Fees to the extent deducted in the determination of Net Income) paid in
      Cash by the Borrower Consolidation during the Fiscal Quarter under
      review.

            	
               

                
      $____________

            
	
              d.
      Amount of net Make Well Contributions

              [(i) less
(ii)]

            	
                $____________

            
	
              e.
      Make-Well Adjusted
      Quarterly EBITDA

              (b + d)

            	
               

                $____________

            
	
               

              Minimum
      Make-Well Adjusted Quarterly EBITDA

            	 
      
	
               

              Fiscal
      Quarter Ended

            	
              Minimum
      Make-Well Adjusted

              Quarterly
      EBITDA for such Quarter

            	 
      
	
              3/31/2008

            	
              N/A

            	 
      
	
              6/30/2008

            	
              $1,410,000.00

            	 
      
	
              9/30/2008

            	
              $1,130,000.00

            	 
      
	
              12/31/2008

            	
              $   753,000.00

            	 
      
	
              3/31/2009

            	
              $   899,000.00

            	 
      
	
              6/30/2009

            	
              $   902,000.00

            	 
      
	
              9/30/2009

            	
              $1,425,000.00

            	 
      
	
              12/31/2009

            	
              Maturity

            	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              D.    No Transfer of Ownership
      (Section 6.04): On a separate sheet describe in detail any transfers or
      hypothecations of Guarantor ownership interest in WMCKVC or WMCKVC
      ownership interests in CCCC or WMCKAC not permitted under Section
      6.04

            	
               

               

                 ____________

            
	
               

              E.    Total Indebtedness
      (Section 6.05)  With respect to the Borrower
      Consolidation:

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

            	
                  
        $_____________

            
	
              Maximum Permitted

            	
                 $18,000,000.00

            
	
               

              b.
      Set forth the aggregate amount of secured purchase money Indebtedness and
      Capital Lease Liabilities

            	
               

                $_____________

            
	
              Maximum Permitted

            	
                $       250,000.00

            
	
               

              c.
      Set forth aggregate amount of Indebtedness to Guarantor or any Subsidiary
      or Affiliate of Guarantor which is not a member of the Borrower
      Consolidation

            	
               

               

                $_____________

            
	
               

              d.
      Set forth the cumulative aggregate of all Subordinated
Debt

            	
               

                $_____________

            
	
              Did Agent Bank give prior written
      consent to the incurrence of all Subordinated Debt set forth
      above

            	
                         yes/no           

            
	
              Does the interest rate accrued
      under the terms of any Subordinated Debt exceed six percent (6%) per
      annum?

            	
                         yes/no           

            
	
               

              F.    Capital Expenditures (Section
      6.06):  Set forth for the Fiscal Year period in which the Fiscal
      Quarter under review occurs, the cumulative aggregate amount of Capital
      Expenditures made to the Casino Facilities as of the end of the Fiscal
      Quarter under review, as follows:

            	 
      
	
              a. Aggregate amount of
      Non-Financed Capital Expenditures

            	
                 
        $_____________

            
	
              b. Aggregate amount of Financed
      Capital Expenditures

            	
                 
        $_____________

            
	
              c. Total Capital
      Expenditures (a + b)

            	
                $_____________

            
	
              Minimum Total Capital
      Expenditures Required:  $250,000.00

            	 
      
	
              Maximum Non-Financed Capital
      Expenditures Permitted:  $500,000.00

            	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              G.    Other Liens
      (Section 6.07):  On a separate sheet describe in detail any and
      all liens, encumbrances and/or negative pledges not permitted under
      Section 6.07

            	
               

                ______________

            
	
               

              H.    No Merger (Section
      6.08):  On a separate sheet describe any and all mergers,
      consolidations and/or asset sales not permitted under Section
      6.08

            	
               

                ______________

            
	
               

              I.     Restriction on
      Investments (Section 6.09): Describe any Investments made which are
      not permitted under Section 6.09

            	
               

                 
        ______________

            
	
               

              J.     Restrictions on
      Distributions (Section 6.10):

            	 
      
	
              a. Set forth the amount of the
      Designated CCI Capital Contribution.

            	
                
        $14,500,000.00

            
	
              b.
      Set forth the amount(s) of and describe on a separate sheet, all
      Distributions (other than the Designated CCI Distribution Carve-Outs) made
      prior to July 1, 2008, if any, during the Fiscal Year in which the Fiscal
      Quarter under review occurs.

            	
               

                $ _____________                             

            
	
              c.
      Set forth the amount(s) of and describe on a separate sheet, all
      Management Fees paid during the Fiscal Year in which the Fiscal Quarter
      under review occurs.

            	
               

                $ _____________                     

            
	
              d.
      Set forth the dates paid and amount of each Designated CCI Distribution
      Carve-Out made through the end of the Fiscal Quarter under
      review.

            	
               

                $ _____________                             

            
	
              e. Please set forth the portion,
      if any, of the Management Fees set forth in (c) that are included in
      (d).

            	 
      
	
              Requirements:

            	 
      
	
              (i)
      Prior to July 1, 2008, may not exceed $1,600,000.00 in the aggregate
      during any Fiscal Year (other than the Designated CCI Distribution
      Carve-Out)

            	 
      
	
              (ii)
      Prior to July 1, 2008, the aggregate of the Designated CCI Distribution
      Carve-Outs may not exceed the Designated CCI Capital
      Contribution.

            	 
      
	
              (iii)
      commencing July 1, 2008 and continuing until Credit Facility Termination,
      no Distributions (including, without limitation, the Designated CCI
      Distribution Carve-Outs) Management Fees or interest on Subordinated Debt
      may be paid in Cash or otherwise paid in any manner. Provided, however,
      for the avoidance of doubt, the parties understand and agree that
      Borrowers may reimburse Guarantor and/or Affiliates for actual operating
      expenses incurred in the ordinary course of business (such as employee
      salaries, insurance premiums and other shared expenses) that are actually
      paid on behalf of any Borrower by Guarantor and/or such
      Affiliate.

            	 


    

     

    
      	
              K.    Contingent Liabilities
      (Section 6.11):  Describe any Contingent Liabilities incurred by
      Borrowers which are not permitted by Section 6.11

            	
               

                 _____________

            
	
               

              L.    ERISA (Section 6.12):
      Describe on a separate sheet any matters requiring advice to Banks under
      Section 6.12.

            	
               

                 _____________

            
	
              M.   Margin
      Regulations (Section 6.13): Set forth the amount(s) of and describe
      on a separate sheet of paper any proceeds of a Borrowing used by any
      Borrower to purchase or carry any Margin Stock or to extend credit to
      others for the purpose of purchasing or carrying any Margin
      Stock.

            	
               

               

                 $_____________

            
	
              N.    No Subsidiaries
      (Section 6.14):  On a separate sheet, describe any
      Subsidiaries created by any Borrower subsequent to the Closing
      Date.  State whether or not the creation of such Subsidiaries
      has been consented to by the Agent Bank as required under Section 6.14 of
      the Credit Agreement.

            	
               

               

                        yes/no         

            
	
              O.    Transactions with
      Affiliates (Section 6.15): Describe
      on a separate sheet any matters requiring advice to Banks under
      Section 6.15.

            	
               

               

                _____________

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    III.


    NONUSAGE FEE
CALCULATION

    


    
      	
              (Section
      2.09(b)): to be calculated with respect to each Fiscal Quarter under
      review following the first annual anniversary of the Closing
      Date:

            	 
      
	
               

              a. As of the end of such
      Fiscal Quarter, the daily average during such Fiscal Quarter of the
      Maximum Permitted Balance (without regard to any Availability
      Limit)

            	
               

               

               

                $_____________

            
	
              b. Less daily average during such
      Fiscal Quarter of the Funded Outstandings

            	
               

              -
      $_____________

            
	
              c. Amount of
Nonusage

              (a minus b)

            	
                $_____________

            
	
              d. Nonusage Percentage based on
      Leverage Ratio

                      See
      Table Two in definition of Applicable Margin.

            	
               

                  _____________

            
	
              e. Gross Nonusage
Fee

              (c times d)

            	
                $_____________

            
	
              f. Number of days in Fiscal
      Quarter under review

            	
               

                 _____________

            
	
              g. Nonusage Fee for Fiscal
      Quarter under review

              (e/360 x f)

            	
               

                $_____________

            


    

     

    IV.

    


    AVAILABILITY
LIMIT

    


    
      	
              Availability
      Limit: For the Fiscal Quarter under review, set
    forth:

            	 
      
	
              a.
      EBITDA (enter IIA(n) above)

            	
                $                                

            
	
              b.
      Multiplied by the Maximum Permitted Leverage Ratio as of such Fiscal
      Quarter end

            	
                
      x                                

            
	
              Total

            	
               $                                 

            
	
              c.  Less Total Funded Debt
      (exclusive of the Aggregate Outstandings) See: A(f) less
    A(a).

            	
                 -
      $_____________                                

            
	
              d.Availability
      Limit

            	
                $                                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    V.

    


    PERFORMANCE OF
OBLIGATIONS

     

    A review
of the activities of the Borrower Consolidation and Guarantor during the fiscal
period covered by the attached financial statements has been made under my
supervision with a view to determining whether during such fiscal period the
Borrower Consolidation and Guarantor performed and observed all of their
obligations under the Loan Documents.  The undersigned is not aware of
any facts or circumstances which would make any of the calculations set forth
above or attached hereto materially incorrect.  On the basis of the
foregoing, the undersigned certifies that the calculations made and the
information contained herein are derived from the books and records of the
Borrower Consolidation and the Guarantor and that each and every matter
contained herein correctly reflects those books and records.  Except
as described in an attached document or in an earlier Certificate, to the best
of my knowledge, as of the date of this Certificate there is no Default or Event
of Default has occurred or remains continuing.

    


    VI.

    


    NO MATERIAL ADVERSE
CHANGE

     

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

     

    DATED
this ____ day of _____________, 200___.

    


    
      	 
      	
              BORROWERS:

              WMCK
      VENTURE CORP., a Delaware corporation, 

              CENTURY
      CASINOS CRIPPLE CREEK,
      INC., a Colorado corporation and

              WMCK
      ACQUISITION CORP., a Delaware
      corporation

               

              By________________________

              Title:
      Authorized Officer

              Print
      Name______________________

            
	 
      	
               

              GUARANTOR:

              CENTURY
      CASINOS, INC.,

              a
      Delaware corporation

               

              By_________________________

              Name______________________

              Title________________________