CREDIT AGREEMENT
                           Dated as of March 31, 1997



                     WELLS FARGO BANK, National Association

                         ("Agent Bank, Lender and Bank")



                               WMCK VENTURE CORP.,
                             a Delaware corporation,
                      CENTURY CASINOS CRIPPLE CREEK, INC.,
                           a Colorado corporation and
                             WMCK ACQUISITION CORP.,
                             a Delaware corporation

                                  ("Borrowers")



                             CENTURY CASINOS, INC.,
                             a Delaware corporation

                                  ("Guarantor")


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                                TABLE OF CONTENTS


RECITALS.......................................................................1

ARTICLE I - DEFINITIONS........................................................2

    Section 1.01.  Definitions.................................................2

    Section 1.02.  Interpretation and Construction............................26

    Section 1.03.  Use of Defined Terms.......................................27

    Section 1.04.  Cross-References...........................................27

    Section 1.05.  Exhibits and Schedules.....................................28

ARTICLE II - AMOUNT, TERMS AND SECURITY OF THE CREDIT FACILITY................28

    Section 2.01.  The Credit Facility........................................28

    Section 2.02.  Use of Proceeds of the Credit Facility.....................29

    Section 2.03.  Notice of Borrowings.......................................30

    Section 2.04.  Conditions of Borrowings...................................31

    Section 2.05.  The Note, Interest Accrual and
                   Repayment..................................................31

    Section 2.06.  Place and Manner of Payment................................32

    Section 2.07.  Fees.......................................................33

    Section 2.08.  Late Charges and Default Rate..............................34

    Section 2.09.  Security for the Credit Facility...........................34

    Section 2.10.  Guaranty Agreement.........................................35

    Section 2.11.  Net Payments...............................................35

ARTICLE III - CONDITIONS PRECEDENT TO THE CLOSING DATE........................35

    A. Closing Conditions.....................................................35

                                      - i -

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   Section 3.01.    Credit Agreement..........................................36

   Section 3.02.    The Note and Guaranty.....................................36

   Section 3.03.    Security Documentation....................................36

   Section 3.04.    Other Loan Documents......................................36

   Section 3.05.    Articles of Incorporation, Bylaws, Corporate Resolution,
                    Certificate of Good Standing and Closing
                    Certificate...............................................36

   Section 3.06.    Opinion of Counsel........................................37

   Section 3.07.    Title Insurance Policy....................................37

   Section 3.08.    Survey....................................................38

   Section 3.09.    Payment of Taxes..........................................38

   Section 3.10.    Insurance.................................................38

   Section 3.11.    Payment of Upfront Fees ..................................38

   Section 3.12.    Reimbursement for Expenses and
                    Fees......................................................38

   Section 3.13.    Schedule of Spaceleases and
                    Equipment Leases and Contracts............................39

   Section 3.14.    Phase I Environmental Site
                    Assessments...............................................39

   Section 3.15.    Leases....................................................39

   Section 3.16.    Payments in Full of Existing Real Estate Debt
                    and Existing Equipment Debt...............................39

   Section 3.17.    Schedule of all Significant
                    Litigation................................................39

   Section 3.18.    Acquisition of Title......................................40

   Section 3.19.    Financial Statements......................................40

                                     - ii -

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   Section 3.20.    No Injunction or Other Litigation.........................40

   Section 3.21.    Additional Documents and Statements.......................40

B. Conditions Precedent to all Borrowings.....................................40

   Section 3.22.    Notice of Borrowing.......................................40

   Section 3.23.    Certain Statements........................................40

   Section 3.24.    Gaming Permits............................................41

C. Conditions Precedent to Disbursement of Parking Lot Purchase Price.........41

   Section 3.25.    Legal Description and Deed of Trust.......................41

   Section 3.26.    Environmental Site Assessment.............................42

   Section 3.27.    Title Policy or Endorsement...............................42

ARTICLE IV - REPRESENTATIONS AND WARRANTIES

   Section 4.01.    Organization; Power and Authorization.....................42

   Section 4.02.    Authority; Compliance with other Agreements and 
                    Instruments and Government Regulations....................43

   Section 4.03.    Litigation................................................43

   Section 4.04.    Agreements Legal, Binding, Valid and Enforceable..........44

   Section 4.05.    Information and Financial Data Accurate; 
                    Financial Statements; No Adverse Change...................44

   Section 4.06.    Governmental Approvals....................................45

   Section 4.07.    Payment of Taxes..........................................45

   Section 4.08.    Title to Properties.......................................45

                                     - iii -

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    Section 4.09.    No Untrue Statements.....................................46

    Section 4.10.    Brokerage Commissions....................................46

    Section 4.11.    No Defaults..............................................46

    Section 4.12.    Employee Retirement Income Security Act of 1974..........47

    Section 4.13.    Subsidiaries.............................................47

    Section 4.14.    Utility Services.........................................47

    Section 4.15.    Policies of Insurance....................................47

    Section 4.16.    Spaceleases..............................................47

    Section 4.17.    Equipment Leases and Contracts...........................47

    Section 4.18.    Gaming Permits and Approvals.............................48

    Section 4.19.    Environmental Certificate................................48

    Section 4.20.    Compliance with Statutes, etc............................48

    Section 4.21.    Investment Company Act...................................48

    Section 4.22.    Public Utility Holding Company Act.......................48

    Section 4.23.    Labor Relations..........................................48

    Section 4.24.    Trademarks, Patents, Licenses, Franchises, Formulas
                     and Copyrights...........................................48

    Section 4.25.    Contingent Liabilities...................................49

ARTICLE V - GENERAL COVENANTS OF BORROWERS AND GUARANTOR......................49

A.  Affirmative Covenants.....................................................49

    Section 5.01.    FF&E.....................................................49

    Section 5.02.    Permits; Licenses and Legal Requirements.................50

                                     - iv -

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    Section 5.03.    Compliance with Payment  Subordination Agreement.........50

    Section 5.04.    Protection Against Lien Claims...........................50

    Section 5.05.    No Change in Character of Business.......................50

    Section 5.06.    Preservation and Maintenance of Properties 
                     and Assets...............................................51

    Section 5.07.    Repair of Properties and Assets..........................51

    Section 5.08.    Financial Statements; Reports; Certificates
                     and Books and Records....................................52

    Section 5.09.    Insurance................................................54

    Section 5.10.    Taxes....................................................58

    Section 5.11.    Permitted Encumbrances Only..............................58

    Section 5.12.    Advances.................................................59

    Section 5.13.    Further Assurances.......................................59

    Section 5.14.    Indemnification..........................................60

    Section 5.15.    Compliance with other Loan
                     Documents................................................61

    Section 5.16.    Suits or Actions Affecting
                     Borrowers................................................61

    Section 5.17.    Maintenance of Designated Deposit
                     Account..................................................61

    Section 5.18.    Notice to Gaming Authorities
                     Board....................................................61

    Section 5.19.    Tradenames, Trademarks and
                     Servicemarks.............................................61

    Section 5.20.    Notice of Hazardous Materials............................62

    Section 5.21.    Compliance with Statutes, etc............................62

                                      - v -

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     Section 5.22.    Compliance with Access Laws.............................63

     Section 5.23.    Compliance with Golden Horseshoe
                      Lease and Estoppel Certificate..........................64

     Section 5.24.    Updated Appraisal.......................................64

     Section 5.25.    Payment Restriction on BGP Note.........................64

ARTICLE VI - FINANCIAL COVENANTS..............................................64

     Section 6.01.    Minimum Annual EBITDA...................................65

     Section 6.02.    Capital Expenditures....................................65

     Section 6.03.    TFCC Ratio..............................................65

     Section 6.04.    Restriction on Transfer of Ownership....................65

     Section 6.05.    Total Indebtedness......................................65

     Section 6.06.    Contingent Liabilities..................................66

     Section 6.07.    Other Liens.............................................66

     Section 6.08.    Consolidation, Merger, Sale of Assets, etc..............66

     Section 6.09.    Investment Restrictions.................................67

     Section 6.10.    Ratio of Guarantor Funded Debt
                      to Borrower Consolidation EBITDA........................67

     Section 6.11.    ERISA...................................................67

     Section 6.12.    Margin Regulations......................................68

     Section 6.13.    No Subsidiaries.........................................68

     Section 6.14.    Transactions with Affiliates............................68

     Section 6.15.    Change in Accounting Principles.........................68

ARTICLE VII - EVENTS OF DEFAULT...............................................69

     Section 7.01.    Events of Default.......................................69

                                     - vi -

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     Section 7.02.    Default Remedies........................................72

     Section 7.03.    Application of Proceeds.................................73

     Section 7.04.    Notices.................................................74

     Section 7.05.    Agreement to Pay Attorney's Fees and
                      Expenses................................................74

     Section 7.06.    No Additional Waiver Implied by One
                      Waiver..................................................74

     Section 7.07.    Licensing of Agent Bank and
                      Lenders.................................................74

     Section 7.08.    Exercise of Rights Subject to
                      Applicable Law..........................................75

     Section 7.09.    Discontinuance of Proceedings...........................75

ARTICLE VIII - DAMAGE, DESTRUCTION AND CONDEMNATION...........................75

     Section 8.01.    No Abatement of Payments................................75

     Section 8.02.    Distribution of Capital Proceeds Upon Occurrence
                      of Fire, Other Perils or Condemnation...................75

ARTICLE IX - AGENCY PROVISIONS................................................78

    Section 9.01.      Appointment............................................78

    Section 9.02.      Nature of Duties.......................................78

    Section 9.03.      Disbursement of Borrowings.............................79

    Section 9.04.      Distribution and Apportionment of Payments.............80

    Section 9.05.      Rights, Exculpation, Etc...............................82

    Section 9.06.      Reliance...............................................83

    Section 9.07.      Indemnification........................................83

    Section 9.08.      Agent Individually.....................................84

                                     - vii -

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    Section 9.09.       Successor Agent Bank; Resignation of Agent Bank;
                        Removal of Agent Bank.................................84

    Section 9.10.       Consent and Approvals.................................85

    Section 9.11.       Agency Provisions Relating to Collateral..............88

    Section 9.12.       Lender Actions Against Collateral.....................91

    Section 9.13.       Ratable Sharing.......................................91

    Section 9.14.       Delivery of Documents.................................92

    Section 9.15.       Notice of Events of Default...........................92

ARTICLE X - GENERAL TERMS AND CONDITIONS......................................92

    Section 10.01.      Amendments and Waivers................................93

    Section 10.02.      Failure to Exercise Rights............................94

    Section 10.03.      Notices and Delivery..................................94

    Section 10.04.      Modification in Writing...............................95

    Section 10.05.      Other Agreements......................................95

    Section 10.06.      Counterparts..........................................95

    Section 10.07.      Rights, Powers and Remedies are Cumulative............95

    Section 10.08.      Continuing Representations............................96

    Section 10.09.      Successors and Assigns................................96

    Section 10.10.      Assignment of Loan Documents by
                        by Borrowers or Syndication Interests
                        by Lenders............................................96

    Section 10.11.      Action by Lenders.....................................98

    Section 10.12.      Time of Essence.......................................98

    Section 10.13.      Choice of Law and Forum...............................98

                                    - viii -

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    Section 10.14.       Arbitration .........................................99

    Section 10.15.       Waiver of Jury Trial................................100

    Section 10.16.       Scope of Approval and Review........................100

    Section 10.17.       Severability of Provisions..........................100

    Section 10.18.       Cumulative Nature of Covenants......................100

    Section 10.19.       Costs to Prevailing Party...........................100

    Section 10.20.       Expenses............................................101

    Section 10.21.       Setoff..............................................102

    Section 10.22.       Schedules Attached..................................102

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

    Schedule 2.01(c) -   Aggregate Commitment Reduction Schedule

    Schedule 3.16(a) -   Schedule of Existing Real Estate Debt

    Schedule 3.16(b) -   Schedule of Existing Equipment Debt

    Schedule 3.17 -      Schedule of Significant Litigation

    Schedule 4.16 -      Schedules of Spaceleases

    Schedule 4.17 -      Schedules of Equipment Leases and Contracts

    Schedule 4.25 -      Schedule of Contingent Liabilities

    Section 10.23 -      Exhibits Attached...................................103

    Exhibit A     -     Note - Form

    Exhibit B     -     Guaranty - Form

    Exhibit C     -     Notice of Borrowing - Form

                                     - ix -

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     Exhibit D    -     Authorized Officer's Certificate - Form

     Exhibit E    -     Closing Certificate - Form

     Exhibit F    -     Compliance Certificate - Form

     Exhibit G    -     Legal Opinion - Form

     Exhibit H    -     Assignment and Assumption Agreement - Form

     Exhibit I    -     Payment Subordination Agreement - Form

     Exhibit J    -     Title Report

                                      - x -

<PAGE>


                                CREDIT AGREEMENT


     THIS CREDIT AGREEMENT  ("Credit  Agreement") is made and entered into as of
the 31st day of March,  1997,  by and  among  WMCK  VENTURE  CORP.,  a  Delaware
corporation  ("WMCKVC"),   CENTURY  CASINOS  CRIPPLE  CREEK,  INC.,  a  Colorado
corporation   ("CCCC")  and  WMCK  ACQUISITION  CORP.,  a  Delaware  corporation
("WMCKAC"  and together  with WMCKVC and CCCC,  collectively  the  "Borrowers"),
CENTURY CASINOS,  INC., a Delaware  corporation (the  "Guarantor"),  each of the
Lenders, as hereinafter defined, and WELLS FARGO BANK, National Association,  as
administrative  and collateral  agent for the Lenders  (herein in such capacity,
called the "Agent Bank" and, together with the Lenders, collectively referred to
as the "Banks").

                                    RECITALS:

     WHEREAS:

     A. In this Credit Agreement all capitalized  words and terms shall have the
respective  meanings and be construed herein as hereinafter  provided in Section
1.01 of this Credit  Agreement and shall be deemed to incorporate such words and
terms as a part  hereof in the same  manner  and with the same  effect as if the
same were fully set forth.

     B. WMCKVC is a wholly owned  Subsidiary of  Guarantor.  WMCKAC and CCCC are
each  wholly  owned  Subsidiaries  of WMCKVC.  Borrowers  desire to  establish a
reducing  revolving  line of credit  for the  purpose  of: (i)  refinancing  the
Existing Real Estate Debt and the Existing  Equipment  Debt,  (ii) financing the
costs of acquisition of the Legends Property, the Diamond Lil's Property and the
Parking Lot  Property,  and (iii)  providing  working  capital and financing for
general corporate purposes.

     C. Banks are willing to  establish  the Credit  Facility  in the  principal
amount of Thirteen Million Dollars  ($13,000,000.00),  for the uses and purposes
hereinafter  set  forth in  Section  2.02 and on the terms  and  subject  to the
conditions,  covenants and understandings hereinafter set forth and contained in
each of the Loan Documents.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  and other valuable
considerations as hereinafter described, the parties hereto do promise, covenant
and agree as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. Definitions.  For the purposes of this Credit Agreement, each
of the following  terms shall have the meaning  specified with respect  thereto,
unless a different meaning clearly appears from the context:

     "Access  Laws"  shall  have the  meaning  ascribed  to such term in Section
5.22(a).

     "Affiliate(s)"  of any Person  means any other  Person  which,  directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
Person.  A Person shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, power to:

     (a) vote ten  percent  (10%) or more of the equity  securities  (on a fully
diluted  basis)  having  ordinary  voting power for the election of directors or
managing general partners; or

     (b) direct or cause the  direction of the  management  and policies of such
Person whether by contract or otherwise.

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

     "Aggregate  Commitment"  shall  mean  reference  to  the  aggregate  amount
committed  by Lenders for  advance to or on behalf of  Borrowers  as  Borrowings
under the Credit Facility in the initial  principal  amount of Thirteen  Million
Dollars  ($13,000,000.00),  as reduced on each  Reduction  Date by the Scheduled
Reductions  to  the  Maximum  Scheduled  Balance,  and  further  subject  to the
additional   reductions   and/or   limitations  for  advance  as  set  forth  or
incorporated in the definition of Maximum Permitted Balance.

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

                                      - 2 -

<PAGE>



     "Assignment and Assumption Agreement" shall mean the document evidencing an
assignment  of a Syndication  Interest by any Lender to an Eligible  Assignee in
the form of the Assignment, Assumption and Consent Agreement marked "Exhibit H",
affixed hereto and by this reference incorporated herein and made a part hereof.

     "Assignment of Permits,  Licenses and Contracts"  shall mean the assignment
duly executed by Borrowers as of the Closing Date,  pursuant to which  Borrowers
assign to Agent Bank on behalf of Lenders, as additional security for the Credit
Facility, all of their right, title and interest in and to all permits, licenses
and contracts relating to the Casino Facilities, except those gaming permits and
licenses and other permits,  licenses and contracts which are  unassignable,  as
the same may be amended, modified,  supplemented,  replaced, renewed or restated
from time to time.

     "Assignment of Spaceleases,  Contracts,  Rents and Revenues" shall mean the
assignment duly executed by Borrowers as of the Closing Date,  whereby Borrowers
assign to Agent Bank on behalf of Lenders, as additional security for the Credit
Facility all  Spaceleases  and Equipment  Leases and  Contracts  relating to the
Casino Facilities,  including,  without limitation,  all rents, issues, profits,
revenues and income from the Casino  Facilities and any other business  activity
conducted on the Casino Facilities,  together with any and all future expansions
thereof,  related  thereto or used in connection  therewith,  as the same may be
amended,  modified,  supplemented,  replaced,  renewed or restated  from time to
time.

     "Assignments"  shall  mean  collective   reference  to  the  Assignment  of
Spaceleases,  Contracts,  Rents and Revenues and Assignment of Permits, Licenses
and Contracts.

     "Authorized  Officer  Certificate"  shall  have the  meaning  set  forth in
Section 3.05(iv).

     "Authorized Officer(s)" shall mean, relative to the Borrowers, those of the
respective officers whose signatures and incumbency shall have been certified to
Agent Bank and the Banks as required in Section 3.05(iv) of the Credit Agreement
with  the  authority  and   responsibility  to  deliver  Notices  of  Borrowing,
Compliance  Certificates  and all other requests,  notices,  reports,  consents,
certifications and authorizations on behalf of Borrowers.

                                      - 3 -

<PAGE>


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

     "BGP Note" shall mean that certain  Promissory  Note dated May 30, 1996, in
the principal  amount of Five Hundred  Thousand  Dollars  ($500,000.00)  made by
WMCKVC, payable to the order of Banque de Gestion Privee, a company incorporated
in Switzerland.

     "Banking Business Day" means any day excluding Saturday, Sunday and any day
which is a legal  holiday  under  the laws of the  States of  California  and/or
Nevada, or is a day on which banking  institutions  located in California and/or
Nevada are required or authorized by law or other governmental action to close.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, as amended,
11 U.S.C. Section 101, et seq.

     "Banks"  shall have the  meaning  set forth in the  Preamble to this Credit
Agreement.

     "Borrower Consolidation" means reference to the Borrowers on a consolidated
basis,  without regard to the Guarantor or any other  Subsidiary or Affiliate of
Guarantor.

     "Borrowers" shall have the meaning ascribed to such term in the Preamble to
this Credit Agreement.

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

     "CCCC"  shall have the  meaning  set forth in the  Preamble  to this Credit
Agreement.

     "Capital Expenditures" shall mean, for any period, without duplication, the
aggregate of all  expenditures  (whether paid in cash or accrued as  liabilities
during that period and including Capitalized Lease Liabilities) by the Borrowers
during such period that, in conformity with GAAP, are required to be included in
or reflected  by the  property,  plant or equipment or similar  fixed or capital
asset  accounts  reflected  in the  balance  sheet of the  Borrowers  (including
equipment  which is  purchased  simultaneously  with the  trade-in  of  existing

                                      - 4 -

<PAGE>

equipment  owned  by  Borrowers  to  the  extent of (a) the gross amount of such
purchase  price less (b) the cash  proceeds of trade-in  credit of the equipment
being  traded in at such  time),  but  excluding  capital  expenditures  made in
connection  with  the  replacement  or  restoration  of  assets,  to the  extent
reimbursed or refinanced from insurance  proceeds paid on account of the loss of
or  damage  to the  assets  being  replaced  or  restored,  or  from  awards  of
compensation  arising from the taking by  condemnation of or the exercise of the
power of eminent domain with respect to such assets being replaced or restored.

     "Capital  Proceeds"  shall  mean  the net  proceeds  (after  deducting  all
reasonable  expenses  incurred in connection  therewith)  available to Borrowers
from:  (i)  partial  or total  condemnation  or  destruction  of any part of the
Collateral,  (ii) sales of easements,  rights of way or similar interests in any
portion  of the  Real  Property,  (iii)  insurance  proceeds  (other  than  rent
insurance  and business  interruption  insurance)  received in  connection  with
damage to or destruction of any part of the  Collateral,  (iv) the sale or other
disposition of any portion of the  Collateral in accordance  with the provisions
of this Credit  Agreement  (not  including,  however,  any proceeds  received by
Borrowers  from a sale of FF&E if such FF&E is replaced  by items of  equivalent
value and utility,  in each case such  exclusion to apply only during any period
in which no Event of Default has occurred and is continuing),  and (v) any other
extraordinary  receipt of proceeds  not in the  ordinary  course of business and
treated, for accounting purposes, as capital in nature.

     "Capitalized Lease Liabilities" means all monetary obligations of Borrowers
under any leasing or similar  arrangement  which, in accordance with GAAP, would
be classified as capitalized leases, and, for purposes of this Credit Agreement,
the  amount  of  such  obligations  shall  be the  capitalized  amount  thereof,
determined in accordance with GAAP, and the stated maturity thereof shall be the
date of the last  payment of rent or any other amount due under such lease prior
to the first date upon which such lease may be terminated by the lessee  without
payment of a penalty.

     "Cash" shall mean,  when used in connection  with any Person,  all monetary
and  non-monetary  items  owned  by that  Person  that  are  treated  as cash in
accordance with GAAP.

     "Casino  Facilities" shall mean collective  reference to the Real Property,
the casino  businesses and related  activities  conducted by Borrowers in and on


                                      - 5 -

<PAGE>

the  Real  Property  under  the  name and style of "Legends",  "Diamond  Lil's",
the "Golden  Horseshoe"  and "Womack's"  and all  improvements  now or hereafter
situate  thereon,  together with any other real property,  personal  property or
interests  therein which are used by Borrowers as a part of the operation of the
casino businesses conducted by Borrowers on the Real Property.

     "Closing  Certificate"  shall  have the  meaning  ascribed  to such term in
Section 3.05(v).

     "Closing Date" shall mean the date upon which: (i) each condition precedent
required  under  Article  IIIA of this Credit  Agreement  has been  satisfied or
waived and (ii) the Security  Documentation  has been filed  and/or  recorded in
accordance  with  and  in  the  manner   required  by  the  Depository   Closing
Instructions,  or such other date as to which Agent Bank and Borrowers  agree in
writing.

     "Closing  Disbursements"  shall  have the  meaning  set  forth  in  Section
2.02(a).

     "Collateral"  shall mean collective  reference to all of Borrowers'  right,
title and  interest  in and to: (i) all of the Real  Property  and the  personal
property,  FF&E, contract rights, leases, stock, intangibles and other interests
of the Borrowers which are subject to the liens,  pledges and security interests
created by the Security Documentation; (ii) all rights of the Borrowers assigned
and/or  pledged  as  additional  security  pursuant  to the  terms  of the  Loan
Documents  and  Security  Documentation;  and (iii)  any and all other  property
and/or  intangible  rights,  interest or benefits  inuring to or in favor of the
Borrowers  which are in any manner  assigned,  pledged,  encumbered or otherwise
hypothecated  in favor of Banks or Agent  Bank on  behalf of  Lenders  to secure
payment of the Credit Facility.

     "Commitment Letter" shall mean the letter dated February 26, 1997, from WFB
to Borrowers  and accepted by Borrowers on February 27, 1997,  together with all
attachments  and exhibits  thereto,  setting forth the terms and conditions upon
which WFB committed to establish the Credit  Facility in favor of Borrowers,  as
may be  amended  from time to time by  written  instrument  executed  by WFB and
Borrowers.

     "Compliance Certificate" shall mean the compliance certificates referred to
in Section  5.08, a form for which is set forth on "Exhibit F",  affixed  hereto
and by this reference incorporated herein and made a part hereof.

                                      - 6 -

<PAGE>


     "Contingent Liability(ies)" shall mean, as to any Person, any obligation of
such Person  guaranteeing  or having the  economic  effect of  guaranteeing  any
Indebtedness,  leases or dividends  ("primary  obligations") of any other Person
(the  "primary  obligor")  in  any  manner,   whether  directly  or  indirectly,
including,  without  limitation,  any obligation of such Person,  whether or not
contingent,  (a) to  purchase  any  such  primary  obligation  or  any  property
constituting  direct or  indirect  security  therefor,  (b) to advance or supply
funds (i) for the purchase or payment of any such primary  obligation or (ii) to
maintain  working  capital or equity capital of the primary obligor or otherwise
to maintain  the net worth or solvency of the primary  obligor,  (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such  primary  obligation  of the ability of the primary  obligor to make
payment of such  primary  obligation,  (d) to make payment in respect of any net
liability arising in connection with any Interest Rate Hedges,  foreign currency
exchange  agreement,  commodity  hedging  agreement or any similar  agreement or
arrangement  in any such case if the purpose or intent of such  agreement  is to
provide  assurance that such primary  obligation will be paid or discharged,  or
that any agreements  relating thereto will be complied with, or that the holders
of such primary  obligation will be protected (in whole or in part) against loss
in respect  thereof or (e)  otherwise  to assure or hold  harmless the holder of
such primary obligation against loss in respect thereof; provided, however, that
the term Contingent  Liability shall not include endorsements of instruments for
deposit or  collection  in the ordinary  course of  business.  The amount of any
Contingent  Liability  shall be deemed to be an  amount  equal to the  stated or
determinable  amount  of  the  primary  obligation  in  respect  of  which  such
Contingent  Liability is made or, if not stated or determinable,  the reasonably
anticipated  liability in respect  thereof  (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.

     "Contractual  Obligation"  means,  as to any Person,  any  provision of any
outstanding  securities  issued  by that  Person or of any  material  agreement,
instrument or  undertaking to which that Person is a party or by which it or any
of its assets is bound.

     "Credit  Agreement" shall mean this Credit Agreement  executed by and among
Borrowers,  Guarantor and Banks  setting  forth the terms and  conditions of the
Credit Facility as it may be amended,  modified,  extended,  renewed or restated
from time to time.


                                      - 7 -

<PAGE>

     "Credit  Facility"  shall mean the agreement of Lenders to fund the Closing
Disbursements  on the Closing  Date and other  Borrowings  during the  Revolving
Credit  Period,  subject to the terms and  conditions  set forth in this  Credit
Agreement and the Note, up to the Maximum Permitted Balance as reduced from time
to time in accordance with the terms of this Credit Agreement and the Note.

     "Credit Facility  Termination"  shall mean indefeasible  payment in full of
all sums  owing  under the Note and each of the  other  Loan  Documents  and the
irrevocable termination of the obligation of Banks to advance Borrowings.

     "Deed of Trust"  shall mean the  Leasehold  and Fee Deed of Trust,  Fixture
Filing and Security Agreement with Assignment of Rents to be executed, as of the
Closing  Date,  by Borrowers,  as trustor and debtor,  to the Public  Trustee of
Teller  County,  Colorado,  as  trustee,  in favor of Agent  Bank on  behalf  of
Lenders, as beneficiary, for the purposes of providing a security for the Credit
Facility  encumbering the Collateral more  particularly  therein  described as a
first  mortgage  lien,  as the  same  may be  amended,  modified,  supplemented,
replaced, renewed or restated from time to time.

     "Default" shall mean the occurrence or non-occurrence,  as the case may be,
of any event that with the giving of notice or passage of time,  or both,  would
become an Event of Default, pursuant to Article VII.

     "Default Notice Recording" shall mean either:

     (i) the filing with the Public  Trustee of Teller  County,  Colorado,  of a
Notice of Election and Demand for Sale  pursuant to Colorado  Revised  Statutes,
Section  38-38-101,  or any  applicable  successor  statute,  by  Agent  Bank as
beneficiary under the Deed of Trust, or

     (ii) the  commencement of a judicial  foreclosure  action in an appropriate
court in and for the County of Teller,  Colorado,  pursuant to which  Lenders or
Agent Bank on behalf of Lenders seek judicial foreclosure of the Deed of Trust.


                                      - 8 -

<PAGE>



     "Default Rate" shall have the meaning set forth in Section 2.08(b).

     "Defaulting  Lender" means any Lender which fails or refuses to perform its
obligations  under this Credit  Agreement  within the time period  specified for
performance  of such  obligation  or,  if no time  frame is  specified,  if such
failure or refusal  continues  for a period of five (5)  Banking  Business  Days
after notice from Agent Bank.

     "Depository  Closing   Instructions"  shall  mean  the  Depository  Closing
Instructions to be given by Agent Bank to Title Insurance Company at or prior to
the Closing Date setting  forth the  requirements  for the issuance of the Title
Insurance Policy and other conditions for the closing of the Credit Facility, as
it may be  amended  or  modified  prior to the  Closing  Date to the  reasonable
satisfaction of Agent Bank, Requisite Lenders and the Borrowers.

     "Designated  Deposit Account" shall mean a deposit account to be maintained
by  Borrowers,  as from time to time  designated  in writing to Agent Bank by an
Authorized Officer.

     "Diamond Lil's Property" shall mean that certain real property described as
parcel 3 on the Title Report.

     "Dispute" shall have the meaning set forth in Section 10.14(a).

     "Distributions"  shall  mean  and  collectively  refer  to any and all cash
dividends,  loans,  payments (including  principal payments made on Subordinated
Debt),  advances or other distributions (other than the Closing Disbursement set
forth in Section  2.02(a)(iii)),  fees or  compensation of any kind or character
whatsoever made by Borrowers to any Person which is not a member of the Borrower
Consolidation,  but  shall  not  include  consideration  paid for  tangible  and
intangible  assets in an arms  length  exchange  for fair  market  value,  trade
payments made and other payments for liabilities incurred in the ordinary course
of business or compensation and fees to officers,  directors,  members, managers
and employees of Borrowers, all in the ordinary course of business.

     "Documents" shall have the meaning set forth in Section 10.14(a).

     "Dollars" and "$" means the lawful money of the United States of America.

                                      - 9 -

<PAGE>

     "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  (accrued 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,  in each case
determined  in  accordance  with GAAP and, in the case of items (ii),  (iii) and
(iv),  only to the extent deducted in the  determination  of Net Income for that
period.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     "Eligible  Assignee"  means (a)  another  Lender,  (b) with  respect to any
Lender,  any Affiliate of that Lender, (c) any commercial bank, savings and loan
association  or  savings  bank that is  organized  under the Laws of the  United
States of America,  any State  thereof or the District of  Columbia,  or (d) any
commercial bank that is organized under the Laws of any other country which is a
member of the  Organization  for  Economic  Cooperation  and  Development,  or a
political  subdivision of such a country,  provided that (A) such bank is acting
through a branch or agency  located in the United States of America and (B) such
bank is otherwise  exempt from  withholding of tax on interest and delivers Form
1001 or Form 4224 at the time of any  assignment,  and (e) with  respect to such
commercial bank or financial  institution as described in (a) through (d) above,
no finding of unsuitability has been made or determined by any Gaming Authority.

     "Eligible  Subparticipant"  shall mean any Person which is a bank,  savings
and loan  association or other  financial or lending  institution  which has not
been found unsuitable as a lender by the Gaming Authorities.

     "Environmental  Certificate" shall mean the Certificate and Indemnification
Regarding  Hazardous  Substances to be executed by Borrowers and Guarantor on or
before the Closing Date and  delivered to Agent Bank as a further  inducement to
the  Banks to  establish  the  Credit  Facility,  as may be  amended,  modified,
extended, renewed or restated from time to time.

     "Equipment  Leases  and  Contracts"  shall  mean the  executed  leases  and
purchase  contracts  pertaining  to FF&E  wherein  Borrowers  are the  lessee or
vendee,  as the case may be, as set forth on that certain  Schedule of Equipment
Leases and Contracts  designated as Schedule  4.17,  affixed  hereto and by this
reference incorporated herein and made a part hereof.

                                     - 10 -

<PAGE>


     "Event of  Default"  shall  mean any event of default as defined in Section
7.01 hereof.

     "Existing  Equipment Debt" shall mean the  indebtedness  owing by Borrowers
for various  items of equipment  as shown on the Schedule of Existing  Equipment
Debt  marked   "Schedule   3.16(b)",   affixed  hereto  and  by  this  reference
incorporated herein and made a part hereof.

     "Existing Equipment Security Documents" shall mean collective  reference to
all  security  agreements,  deeds of  trust,  mortgages,  financing  statements,
assignments and other  instruments  securing  repayment of all or any portion of
the Existing Equipment Debt.

     "Existing  Real  Estate  Debt"  shall mean the  indebtedness  listed on the
Schedule  of  Existing  Real Estate  Debt,  a copy of which is marked  "Schedule
3.16(a)",  affixed hereto and by this reference  incorporated  herein and made a
part hereof.

     "Existing Real Estate Security  Documents" shall mean collective  reference
to all deeds of trust,  mortgages,  assignments  and other security  instruments
securing repayment of all or any portion of the Existing Real Estate Debt.

     "FF&E" shall mean collective reference to any and all furnishings, fixtures
and equipment,  including, without limitation, all Gaming Devices and associated
equipment,  which  have  been  installed  or are to be  installed  and  used  in
connection  with the operation of the Casino  Facilities and in connection  with
any other business  operation  conducted on the Real Property and those items of
furniture,  fixtures and  equipment  which have been  purchased or leased or are
hereafter  purchased  or leased  by  Borrowers  in  connection  with the  Casino
Facilities and in connection with any other business operation  conducted on the
Real Property.

     "FIRREA"  shall  mean  the  Financial  Institutions  Reform,  Recovery  and
Enforcement Act of 1989.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to:

                                     - 11 -

<PAGE>

     a.  the  weighted   average  of  the  rates  on  overnight   federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by federal
funds  brokers,  as  published  for such day (or,  if such day is not a  Banking
Business  Day,  for the next  preceding  Banking  Business  Day) by the  Federal
Reserve Bank of New York; or

     b. if such rate is not so published for any day which is a Banking Business
Day, the average of the quotations for such day on such transactions received by
the Agent Bank from three (3)  federal  funds  brokers  of  recognized  standing
selected by it.

     "Financial   Covenant"  shall  mean  individual  reference  and  "Financial
Covenants" shall mean collective  reference to the Financial Covenants set forth
in Article VI of the Credit Agreement.

     "Financing  Statements"  shall mean the Uniform  Commercial  Code Financing
Statements required to be filed with (i) the Office of the Secretary of State of
Colorado, (ii) the Office of the Recorder of Teller County,  Colorado, and (iii)
with the  Secretary of State of the State in which  Borrowers'  chief  executive
office is located,  in order to perfect the security  interest  granted to Agent
Bank under the Deed of Trust and other Security Documentation in accordance with
the requirements of the Uniform Commercial Code.

     "Fiscal Quarter" shall mean the consecutive  three (3) month periods during
each  Fiscal  Year  beginning  on January 1, April 1, July 1 and  October 1, and
ending on December 31, March 31, June 30 and September 30, respectively.

     "Fiscal Year" shall mean the fiscal year period beginning January 1 of each
calendar year and ending on the following December 31.

     "Fiscal Year End" shall mean December 31 of each calendar year.

     "Funded Debt" shall mean for any period the daily  average  during the last
month of such  period  of both  the  long-term  and  current  portions  (without
duplication)  of  all  interest  bearing   Indebtedness  and  Capitalized  Lease
Liabilities,  plus the  amount of all  Contingent  Liabilities  (other  than the
Guaranty) as of the last day of such period.

                                     - 12 -

<PAGE>

     "Funded Outstandings" shall mean the unpaid principal amount outstanding on
the Credit Facility as of any given date of determination.

     "Funding  Date"  shall mean each date upon which  Lenders  fund  Borrowings
requested by Borrowers in accordance with the provisions of Section 2.03.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and pronouncements of the Accounting  Principles Board and the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board, or in such other statements by such
other entity as may be in general use by significant  segments of the accounting
profession,  which  are  applicable  to  the  circumstances  as of the  date  of
determination.

     "Gaming  Authorities" means collective  reference to the Division of Gaming
of the Colorado  Department  of Revenue,  the Colorado  Limited  Gaming  Control
Commission  and each  other  agency  or other  political  subdivision  which has
jurisdiction over the gaming activities of Borrowers at the Casino Facilities.

     "Gaming   Devices"  shall  mean  slot  machines  and  other  devices  which
constitute  gaming  devices  and  related  equipment  as  defined  by the Gaming
Authorities and Gaming Laws.

     "Gaming  Laws"  shall  mean  the  Colorado   Limited  Gaming  Act  and  the
regulations  relating  thereto and all other  rules,  regulations,  statutes and
ordinances having authority or with which compliance is required for the conduct
of gambling, gaming and casino activities at the Casino Facilities.

     "Gaming Permits" shall mean collective  reference to every license,  permit
or other authorization  required to own, operate and otherwise conduct gambling,
gaming  and  casino  activities  at the Casino  Facilities,  including,  without
limitation,  all  licenses  granted  by the  Gaming  Authorities  and all  other
applicable Governmental Authorities.

     "Golden Horseshoe Lease" shall mean collective  reference to the following:
(i)  that  certain  "Agreement"  which  is  executed  by  Harold  William  Large
("Large"),  and by Teller Realty, Inc., a Colorado corporation  ("Teller") under
date of August 31, 1994 pursuant to which, among other things,  Large leased the
Horseshoe  Property  to Teller  and  granted  Teller an option to  purchase  the


                                     - 13 -

<PAGE>

Horseshoe  Property ( the "Master Lease");   (ii)  that  certain  "Agreement" as
amended by that certain  "Addendum  to  Agreement"  and by that certain  "Second
Addendum",  all of which are  executed  by Teller and by Gold Creek  Associates,
L.P.  ("Gold  Creek") under date of May 1, 1995  pursuant to which,  among other
things,  Teller subleased the Horseshoe  Property to Gold Creek and granted Gold
Creek a suboption to purchase the Horseshoe  Property  record notice of which is
recorded in the office of the Clerk and Recorder of Teller  County,  Colorado on
December 1, 1995 at Reception No. 440946  (collectively,  the  "Sublease");  and
(iii) that certain "Four Party  Agreement,  Assignment  and Assumption of Lease,
Consent to Assignment of Lease,  Confirmation  of Option  Agreement and Estoppel
Statements"  executed by Large, Teller, Gold Creek and WMCKAC under date of July
1, 1996 and recorded in the office of the Clerk and  Recorder of Teller  County,
Colorado on July 3, 1996 at Reception No. 449555 pursuant to which,  among other
things:  (aa) Gold Creek  assigned  all of its right,  title and interest in the
Sublease to WMCKAC; (bb) Large and Teller consented to such Assignment; and (cc)
Large and Teller granted  certain  assurances to WMCKAC  regarding the continued
effectiveness of the Lease and Sublease; all as such agreements may hereafter be
extended, renewed, amended, restated or otherwise modified.

     "Golden  Horseshoe  Lease  Estoppel  Certificate"  shall  mean an  estoppel
certificate  duly executed by Harold William  Large,  as lessor under the Golden
Horseshoe  Lease,  Teller Realty,  Inc., as sublessor under the Golden Horseshoe
Lease,  and/or WMCKAC,  as sublessee under the Golden  Horseshoe Lease (as Agent
Bank shall require)  wherein such party(ies)  certify(ies)  and  represent(s) to
Agent Bank on behalf of Lenders that: (a) the Golden  Horseshoe Lease represents
the entire  agreement  between the parties  thereto  with  respect to the Golden
Horseshoe  Property;  (b) the  Golden  Horseshoe  Lease  has  not bee  modified,
supplemented or amended except as described herein; (c) to the best knowledge of
such party(ies),  there are no defaults  presently  existing or continuing under
any of the  provisions  of the  Golden  Horseshoe  Lease;  (d) other  provisions
regarding  Agent  Bank's  entitlement  to notice  of,  and  right to cure,  such
defaults under the Golden Horseshoe Lease, as Agent Bank shall require;  and (e)
such other provisions as may be required by Agent Bank.

     "Golden Horseshoe Property" shall mean that certain real property described
as parcel 4 on the Title Report.

                                     - 14 -

<PAGE>

     "Government  Securities" means readily marketable (a) direct full faith and
credit obligations of the United States of America or obligations  guaranteed by
the full faith and credit of the United States of America and (b) obligations of
an agency or instrumentality  of, or corporation owned,  controlled or sponsored
by, the United States of America that are generally considered in the securities
industry to be implicit obligations of the United States of America.

     "Governmental  Authority"  or  "Governmental  Authorities"  shall  mean any
federal,  state,  regional,  county or  municipal  governmental  agency,  board,
commission,  officer or official  whose consent or approval is required or whose
regulations  must be followed as a prerequisite  to (i) the continued  operation
and  occupancy  of the  Real  Property  and the  Casino  Facilities  or (ii) the
performance  of  any  act or  obligation  or the  observance  of any  agreement,
provision or condition of whatever nature herein contained.

     "Guarantor" shall mean Century Casinos, Inc., a Delaware corporation.

     "Guaranty"  shall mean the  General  Continuing  Guaranty to be executed by
Guarantor  in favor of Agent  Bank on behalf of  Lenders,  a copy of the form of
which is marked  "Exhibit B", affixed hereto and by this reference  incorporated
herein  and  made  a  part  hereof,  as  the  same  may  be  amended,  modified,
supplemented, replaced, renewed or restated from time to time.

     "Hazardous  Materials  Claims"  shall have the meaning set forth in Section
5.20.

     "Hazardous  Materials  Laws"  shall have the  meaning  set forth in Section
5.20.

     "Indebtedness" shall mean, as to any Person,  without duplication,  (a) all
indebtedness  (including principal,  interest,  fees and charges) of such Person
for  borrowed  money,  (b) the deferred  purchase  price of property or services
(other than accrued expenses, tax liability,  deferred taxes, and trade accounts
payable  less than  ninety  (90) days past due and  other  accrued  or  deferred
liabilities  incurred in the ordinary  course of business)  which in  accordance
with GAAP  would be shown on the  liability  side of the  balance  sheet of such
Person,  (c) the face amount of all letters of credit  issued for the account of
such  Person  and  all  drafts  drawn  thereunder,  (d)  all  obligations  under


                                     - 15 -

<PAGE>



conditional  sale  or  other  title  retention  agreements  relating to property
purchased by such Person,  (e) all  liabilities of the type described in clauses
(a) through (d) or (f) of this definition secured by (or for which the holder of
any such liability has an existing right, contingent or otherwise, to be secured
by) any lien or encumbrance on any property owned by such Person, whether or not
such  liabilities  have been assumed by such Person,  (f) all Capitalized  Lease
Liabilities of such Person, and (g) all Contingent Liabilities of such Person in
respect of any  indebtedness,  obligations or liabilities of any other Person of
the type referred to in clauses (a)-(f) of this definition.

     "Indemnified  Party"  and  "Indemnified  Parties"  shall  have the  meaning
ascribed to such terms in Section 5.14.

     "Interest  Expense"  shall mean with respect to any Person,  as of the last
day of any  fiscal  period  under  review,  the sum of (i) all  interest,  fees,
charges and related  expenses  paid or payable  (without  duplication)  for that
fiscal  period by such  Person to a lender in  connection  with  borrowed  money
(including any obligations for fees, charges and related expenses payable to the
issuer of any letter of credit) or the  deferred  purchase  price of assets that
are considered  "interest  expense" under GAAP,  plus (ii) the portion of the up
front costs and expenses for Interest Rate Hedges (to the extent not included in
(i)) fairly  allocated to such interest rate hedges as expenses for such period,
plus (iii) the portions of Capital Lease  Liabilities  that should be treated as
interest in accordance with GAAP.

     "Interest  Rate Hedge" shall mean  collective  reference to any one or more
interest  rate swap  agreements,  interest  rate cap  agreements,  basis  swaps,
forward rate  agreements and interest  collar or floor  agreements and all other
interest rate protection  products or  arrangements  designed to protect against
fluctuations  in interest  rates or currency  exchange  rates for the purpose of
hedging the interest rates on the Credit Facility.

     "Investment"  shall mean,  when used in  connection  with any  Person,  any
investment  by or of  that  Person,  whether  by  means  of  purchase  or  other
acquisition  of stock or other  securities  of any other Person or by means of a
loan, advance creating a debt, capital  contribution,  guaranty or other debt or
equity participation or interest in any other Person,  including any partnership
and joint venture  interests of such Person.  The amount of any Investment shall
be the amount actually invested without  adjustment for subsequent  increases or
decreases in the value of such Investment.

                                     - 16 -

<PAGE>

             "Laws" means, collectively, all international, foreign,
federal, state and local statutes,  maritime laws, treaties, rules, regulations,
ordinances, codes and administrative or judicial precedents.

     "Legends  Property"  shall mean that  certain  real  property  described as
parcel 1 on the Title Report.

     "Lender Reply Period" shall have the meaning set forth in Section 9.10(d).

     "Lenders" means WFB and any other bank, finance company, insurance or other
financial  institution  which is or becomes a party to this Credit  Agreement by
execution  of a  counterpart  signature  page  hereto  or  by  execution  of  an
Assignment and Assumption Agreement, as assignee. At all times that there are no
Lenders  other  than WFB,  the terms  "Lender"  and  "Lenders"  means WFB in its
individual  capacity.  With  respect  to  matters  requiring  the  consent to or
approval of all Lenders at any given time, all then existing  Defaulting Lenders
will be disregarded  and excluded,  and, for voting purposes only, "all Lenders"
shall be deemed to mean "all Lenders other than Defaulting Lenders".

     "Liabilities   and  Costs"  means  all  claims,   judgments,   liabilities,
obligations,   responsibilities,   losses,  damages  (including  lost  profits),
punitive  or treble  damages,  costs,  disbursements  and  expenses  (including,
without  limitation,  reasonable  attorneys',  experts' and consulting  fees and
costs of investigation and feasibility studies),  fines,  penalties and monetary
sanctions,   interest,  direct  or  indirect,  known  or  unknown,  absolute  or
contingent, past, present or future.

     "Loan  Documents"  shall  mean  the  collective  reference  to this  Credit
Agreement,  the Note, the Security  Documentation,  the Upfront Fee Side Letter,
Guaranty,  Environmental  Certificate  and all other  instruments and agreements
required to be executed by or on behalf of  Borrowers,  Guarantor,  or any other
Person in connection  with the Credit Facility for the benefit of Banks or Agent
Bank  on  behalf  of  the  Lenders,  as  the  same  may  be  amended,  modified,
supplemented, replaced, renewed or restated from time to time.

     "MWCI" shall mean MWCI Management, a Nevada corporation.

                                     - 17 -

<PAGE>

     "Margin Stock" shall have the meaning provided in Regulation U of the Board
of Governors of the Federal Reserve System.

     "Material  Adverse  Change"  shall mean any change  which is  material  and
adverse to the Collateral or the condition  (financial or otherwise) or business
operations of the Borrowers  taken as a whole or the ability of Borrowers  taken
as a whole to perform their  obligations under the Loan Documents or the ability
of any of the  Lenders to enforce any of their  rights or remedies  under any of
the Loan Documents.

     "Material  Adverse Effect" means any set of  circumstances  or events which
(a) has or would  reasonably  be expected to have any  material  adverse  effect
whatsoever upon the validity or enforceability  of any Loan Document,  (b) is or
would  reasonably  be  expected  to result in a  Material  Adverse  Change,  (c)
materially  impairs or would  reasonably  be expected to  materially  impair the
ability of the Borrowers to perform its obligations  under the Credit  Agreement
or any other Loan  Document,  or (d) materially  impairs or would  reasonably be
expected to materially  impair the ability of the Agent Bank,  Banks,  or any of
them, to enforce their legal remedies pursuant to the Loan Documents.

     "Maturity Date" shall mean April 1, 2001.

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

     "Maximum  Permitted  Balance"  shall mean the maximum  amount of  principal
which may be outstanding on the Credit Facility from time to time which shall be
the lesser of: (a) the Maximum Scheduled Balance, or (b) the amount to which the
Maximum Scheduled Balance is voluntarily reduced by Borrower pursuant to Section
2.01(c) or is otherwise  reduced or limited  pursuant to Sections 5.01,  5.12 or
8.02 or by Scheduled Reductions.

     "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 the  Aggregate  Commitment as of the Closing Date, as reduced from
time  to  time  by the  Scheduled  Reductions  as  set  forth  on the  Aggregate
Commitment Reduction Schedule.

                                     - 18 -

<PAGE>

     "Net Income"  shall mean with respect to any Person for any fiscal  period,
the net income of such Person during such fiscal period determined in accordance
with GAAP, consistently applied.

     "Non-Financed  Capital  Expenditures" shall mean Capital Expenditures which
are paid by any member of the Borrower Consolidation from assets of the Borrower
Consolidation and not from the Credit Facility or through any other loan, credit
agreement, lease or financing from any source.

     "Non-Pro Rata Borrowing" means a Borrowing with respect to which fewer than
all Lenders have funded their  respective  Pro Rata Shares of such Borrowing and
the failure of the non-funding Lender or Lenders to fund its or their respective
Pro Rata Shares of such Borrowing constitutes a breach of this Credit Agreement.

     "Nonusage  Fee" shall  have the  meaning  ascribed  to such term in Section
2.07(b) of this Credit Agreement.

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

     "Notice of Borrowing" shall have the meaning set forth in Section 2.03.

     "Obligations" means, from time to time, all Indebtedness of Borrowers owing
to Agent Bank, any Lender or any Person entitled to indemnification  pursuant to
Section 5.14, or any of their respective successors,  transferees or assigns, of
every type and  description,  whether or not evidenced by any note,  guaranty or
other  instrument,  arising under or in connection with this Credit Agreement or
any other Loan Document, whether or not for the payment of money, whether direct
or indirect  (including  those acquired by assignment),  absolute or contingent,
due or to become due, now existing or  hereafter  arising and however  acquired.
The term includes,  without limitation,  all interest,  charges, expenses, fees,
reasonable attorneys' fees and disbursements,  reasonable fees and disbursements
of expert witnesses and other consultants,  and any other sum now or hereinafter

                                     - 19 -

<PAGE>

chargeable  to  Borrowers  under  or  in connection with Credit Agreement or any
other Loan Document.  Notwithstanding the foregoing definition of "Obligations",
Borrowers' obligations under any environmental  indemnity agreement constituting
a  Loan  Document,  or any  environmental  representation,  warranty,  covenant,
indemnity  or  similar  provision  in this  Credit  Agreement  or any other Loan
Document,  shall  be  secured  by the  Collateral  only to the  extent,  if any,
specifically provided in the Security Documentation.

     "Parking Lot Lease" shall mean  collective  reference to that certain Lease
and that certain  Option  Agreement each dated March 1, 1997 and executed by and
between MWCI, as  landlord/seller,  and WMCKVC, as  tenant/purchaser,  under the
terms of which WMCKVC  leases the Parking Lot Property  from MWCI for an initial
term of six (6) months,  subject to an automatic  renewal for an additional  six
(6) month period,  and MWCI grants unto WMCKVC an option to purchase the Parking
Lot  Property at any time  during the lease term for the  Parking  Lot  Purchase
Price.

     "Parking Lot Property"  shall mean that certain real property  described in
the Parking Lot Lease.

     "Parking Lot Purchase  Price" shall mean the purchase price for the Parking
Lot  Property  as set  forth in the  Parking  Lot  Lease in the  amount of Seven
Hundred Eighty-Five Thousand Dollars ($785,000.00).

     "Payment  Subordination  Agreement"  shall mean the  Payment  Subordination
Agreement  to be executed by  Guarantor  in favor of Agent Bank on behalf of the
Lenders on or before the Closing  Date in the form of the Payment  Subordination
Agreement marked "Exhibit I", affixed hereto and by this reference  incorporated
herein and made a part hereof.

     "Pension Plan" means any "employee pension benefit plan" that is subject to
Title IV of ERISA and which is  maintained  for  employees of Borrower or any of
its ERISA Affiliates.

     "Permitted  Encumbrances" shall mean, at any particular time, (i) liens for
taxes,  assessments or governmental charges not then due, payable and delinquent
or  being  contested  in good  faith,  (ii)  liens  for  taxes,  assessments  or
governmental  charges not then  required to be paid  pursuant to Section 5.10 or
being contested in good faith, (iii) liens in favor  of Agent Bank or any Lender

                                     - 20 -

<PAGE>

created or  contemplated  by the  Security  Documentation,  or securing  Secured
Interest Rate Hedges, (iv) the liens,  encumbrances and restrictions on the Real
Property  and  existing  improvements  which are  allowed  by Banks to appear in
Schedule B, Part I and II of the Title  Insurance  Policy  relating to such Real
Property at the Closing Date,  (v) liens in favor of Agent Bank on behalf of the
Lenders or consented to in writing by Agent Bank,  (vi)  easements,  licenses or
rights-of-way, hereafter granted to any Governmental Authority or public utility
providing  services to the Casino Facilities which are first approved in writing
by the Agent Bank,  (vii)  judgment  liens on property other than the Collateral
which  do not  constitute  an  Event  of  Default,  (viii)  statutory  liens  of
landlords,  revenue  authorities and materialmen and other similar liens imposed
by law incurred in the ordinary course of business which could not reasonably be
expected  to cause a  Material  Adverse  Effect  and  which  are  discharged  in
accordance  with  Section  5.04,  (ix) liens  incurred or  deposits  made in the
ordinary   course  of  business  in  connection   with  workers'   compensation,
unemployment  insurance  and other  types of social  security,  or to secure the
performance of tenders,  statutory  obligations,  surety and appeal bonds, bids,
leases, government contracts, trade contracts,  performance and return- of-money
bonds and other  similar  obligations;  (x)  leases,  concessions  or  subleases
granted to others not  interfering  in any  material  respect  with the ordinary
conduct of the  business of  Borrower;  and (xi) liens or other  minor  defects,
encroachments  or  irregularities  in title that do not have a Material  Adverse
Effect.

     "Person"  means  an  individual,  firm,  corporation,  trust,  association,
partnership, joint venture, tribunal or other entity.

     "Policies  of  Insurance"  shall  mean the  insurance  to be  obtained  and
maintained by Borrower  throughout the term of this Credit Agreement as provided
by Section 5.09 herein.

     "Post  Foreclosure  Plan"  shall  have the  meaning  set  forth in  Section
9.11(e).

     "Prime  Rate" shall mean the rate of interest per annum which WFB from time
to time  identifies  and  publicly  announces  at its  principal  office  in San
Francisco,  California,  as its  "prime  rate" or  "reference  rate"  and is not
necessarily,  for example,  the lowest rate of interest  which WFB collects from
any borrower or group of borrowers.

                                     - 21 -

<PAGE>

     "Principal Prepayments" shall have the meaning set forth in Section 2.06(a)
of this Credit Agreement.

     "Pro Rata Share" means,  with respect to any Lender,  a percentage equal to
such  Lender's  Syndication  Interest  in the  Credit  Facility  as set forth on
Schedule of Lenders' Proportions in Credit Facility.

     "Protective Advance" means all sums expended as determined by Agent Bank to
be necessary to: (a) protect the priority,  validity and  enforceability  of the
Security  Documentation  on, and security  interests in, any  Collateral and the
instruments evidencing or securing the Obligations,  or (b) prevent the value of
any Collateral  from being  materially  diminished  (assuming the lack of such a
payment within the necessary time frame could  potentially cause such Collateral
to lose  value),  or (c) protect  any of the  Collateral  from being  materially
damaged,  impaired,  mismanaged or taken,  including,  without  limitation,  any
amounts expended in accordance with Section 10.20 or post-foreclosure ownership,
maintenance, operation or marketing of any Collateral.

     "Real   Property"  shall  mean  the  land  which  is  the  subject  of  and
particularly described in the Title Report, together with all improvement now or
hereafter situate thereon.

     "Reduction  Date(s)" shall mean  reference to each  Reduction  Date, as the
context may require as set forth on the Aggregate Commitment Reduction Schedule.

     "Reportable  Event" shall mean a reportable event as defined in Title IV of
ERISA,  except actions of general  applicability by the Secretary of Labor under
Section 110 of ERISA.

     "Requisite Lenders" mean,  collectively,  Lenders whose Pro Rata Shares, in
the aggregate, are at least sixty-six and two-thirds percent (66-2/3%), provided
that,  (i) in determining  such  percentage at any given time, all then existing
Defaulting  Lenders will be disregarded  and excluded and the Pro Rata Shares of
Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata
Shares of such Defaulting Lenders,  and (ii)  notwithstanding the foregoing,  at
all times when two or more Lenders are party to this Credit Agreement,  the term
Requisite Lenders shall in no event mean less than two (2) Lenders.

                                     - 22 -

<PAGE>

     "Revolving  Credit Period" shall mean the period  commencing on the Closing
Date and terminating on the Maturity Date.

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

     "Schedule of Significant Litigation" shall mean the Schedule of Significant
Litigation, a copy of which is set forth as Schedule 3.17, affixed hereto and by
this  reference  incorporated  herein and made a part hereof,  setting forth the
information   described  in  Section  3.17  with  respect  to  each  Significant
Litigation.

     "Scheduled  Reductions"  shall  mean  the  amount  by which  the  Aggregate
Commitment  is  reduced  on each  Reduction  Date as set forth on the  Aggregate
Commitment Reduction Schedule.

     "Secured Interest Rate Hedge(s)" shall mean any Interest Rate Hedge entered
into between  Borrowers  and any Lender,  or  Affiliate of any Lender,  which is
secured by the Deed of Trust.

     "Security  Documentation"  shall mean  collective  reference to the Deed of
Trust, Financing Statements,  Assignments,  Trademark Security Agreement and all
other  instruments and agreements to be executed by or on behalf of Borrowers or
other  applicable  Persons,  in favor of Agent  Bank on  behalf  of the  Lenders
securing repayment of the Credit Facility.

     "Significant   Litigation"  shall  mean  each  action,  suit,   proceeding,
litigation and controversy  involving any Borrower involving claims in excess of
One Million  Dollars  ($1,000,000.00)  or which if  determined  adversely to the
interests of such Borrower, could have a Material Adverse Effect.

     "Spaceleases"  shall mean the  executed  leases and  concession  agreements
pertaining to the Casino Facilities, or any portion thereof, wherein Borrower is
the lessor,  as set forth on that certain Schedule of Spaceleases  designated as
Schedule 4.16, affixed hereto and by this reference incorporated herein and made
a part hereof.

                                     - 23 -

<PAGE>

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

     "Subsidiary"  shall mean,  on the date in question,  any Person of which an
aggregate  of 50% or more of the stock of any class or  classes  (or  equivalent
interests)  is owned of record  or  beneficially,  directly  or  indirectly,  by
another  Person and/or any of its  Subsidiaries,  if the holders of the stock of
such class or classes  (or  equivalent  interests)  (a) are  ordinarily,  in the
absence of contingencies, entitled to vote for the election of a majority of the
directors (or individuals  performing  similar  functions) of such Person,  even
though  the  right so to vote  has been  suspended  by the  happening  of such a
contingency, or (b) are entitled, as such holders, to vote for the election of a
majority of the directors (or individuals  performing similar functions) of such
Person, whether or not the right so to vote exists by reason of the happening of
a contingency.

     "Syndication Interest" shall mean the proportionate interest of each Lender
in the Credit  Facility as set forth on the Schedule of Lenders'  Proportions in
Credit Facility, as the same may be amended or restated from time to time.

     "TFCC Ratio" shall be defined as follows:

          Net profit after cash taxes, plus depreciation and amortization,  plus
          Interest Expense (accrued and capitalized), less Distributions paid,

                                     - 24 -

<PAGE>



          less  Non-Financed  Capital  Expenditures  incurred  during the period
          under review,

          Divided by (/)

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

     "Taxes" shall have the meaning set forth in Section 2.11.

     "Title Insurance  Company" shall mean Ticor Title Insurance Company and its
issuing agent,  Pikes Peak Title Services,  Inc., with offices located at 471 S.
Baldwin,  Woodland Park,  Colorado  80866,  together with such  reinsurers  with
direct access as are requested by Agent Bank or other title insurance company or
companies as may be acceptable to Agent Bank.

     "Title  Insurance  Policy"  shall mean the ALTA Extended  Coverage  Lenders
Policy of Title Insurance,  and the endorsements thereto, which are to be issued
by Title  Insurance  Company,  as of the Closing Date, in the amount of Thirteen
Million Dollars  ($13,000,000.00),  in favor of Agent Bank, insuring the Deed of
Trust  as a  first  priority  mortgage  lien  (a  first  priority  lien  on  the
subleasehold  and  suboption  interests of Borrowers as to the Golden  Horseshoe
Property)  encumbering the Real Property therein  described  subject only to the
exceptions  shown  therein in  Schedule  B, Part I, all in  accordance  with the
Depository Closing Instructions.

     "Title Report" shall refer to the Commitment for Title Insurance Commitment
issued by Title Insurance  Company,  as its Commitment No.  TLC32010,  a copy of
which is marked  "Exhibit J", affixed hereto and by this reference  incorporated
herein and made a part hereof.

     "Upfront  Fee"  shall  have the  meaning  ascribed  to such term in Section
2.07(a).

     "Upfront  Fee  Side  Letter"  shall  mean  the  confidential  letter  dated
concurrently  herewith,  executed  by  and  between  Borrowers  and  Agent  Bank
concerning payment of the Upfront Fee.

                                     - 25 -

<PAGE>



     "Voluntary Reduction" shall have the meaning set forth in Section 2.01(c).

     "WFB" shall mean Wells Fargo Bank, National Association.

     "WMCKAC"  shall have the meaning  set forth in the  Preamble to this Credit
Agreement.

     "WMCKVC"  shall have the meaning  set forth in the  Preamble to this Credit
Agreement.

     "Womacks  Property"  shall mean that  certain  real  property  described as
parcel 2 on the Title Report.

     Section 1.02.  Interpretation  and Construction.  In this Credit Agreement,
unless the context otherwise requires:

          (i) Articles and Sections  mentioned by number only are the respective
          Articles and Sections of this Credit Agreement as so numbered;

          (ii) Words importing a particular  gender mean and include every other
          gender,  and words  importing the singular number mean and include the
          plural number and vice versa;

          (iii)  All  times  specified  herein,  unless  otherwise  specifically
          referred, shall be the time in San Francisco, California;

          (iv) Any  headings  preceding  the texts of the several  Articles  and
          Sections  of this  Credit  Agreement,  and any  table of  contents  or
          marginal  notes  appended  to  copies  hereof,  shall  be  solely  for
          convenience  of  reference  and  shall not  constitute  a part of this
          Credit Agreement,  nor shall they affect its meaning,  construction or
          effect;

          (v) If any  clause,  definition,  provision  or Section of this Credit
          Agreement  shall  be  determined  to  be  apparently  contrary  to  or
          conflicting with any other clause, definition, provision or Section of
          this  Credit  Agreement  then the  clause,  definition,  provision  or
          Section  containing  the more  specific  provisions  shall control and
          govern with respect to such apparent  conflict.  The parties hereto do
          agree  that  each  has  contributed  to the  drafting  of this  Credit
          Agreement  and all  Loan  Documents  and that  the  provisions  herein
          contained shall not be construed against either Borrower or Lenders as
          having  been the person or  persons  responsible  for the  preparation
          thereof;

                                     - 26 -

<PAGE>


          (vi) The terms "herein", "hereunder", "hereby", "hereto", "hereof" and
          any similar terms as used in the Credit Agreement refer to this Credit
          Agreement; the term "heretofore" means before the date of execution of
          this Credit  Agreement;  and the term "hereafter" means after the date
          of the execution of this Credit Agreement;

          (vii)  All  accounting  terms  used  herein  which  are not  otherwise
          specifically   defined   shall  be  used  in   accordance   with  GAAP
          consistently applied;

          (viii) If any clause,  provision  or Section of this Credit  Agreement
          shall be ruled  invalid  or  unenforceable  by any court of  competent
          jurisdiction,   such   holding   shall   not   invalidate   or  render
          unenforceable any of the remaining provisions hereof; and

          (ix)  Each  reference  to this  Credit  Agreement  or any  other  Loan
          Document or any of them,  as used in this Credit  Agreement  or in any
          other  Loan  Document,  shall be  deemed a  reference  to this  Credit
          Agreement or such Loan  Document,  as  applicable,  as the same may be
          amended,  modified,  supplemented,  replaced, renewed or restated from
          time to time.

     Section 1.03. Use of Defined Terms. Unless otherwise defined or the context
otherwise  requires,  terms for  which  meanings  are  provided  in this  Credit
Agreement  shall  have  such  meanings  when  used in the Note and in each  Loan
Document and other communication  delivered from time to time in connection with
this Credit Agreement or any other Loan Document.

     Section 1.04. Cross-References.  Unless otherwise specified,  references in
this Credit  Agreement and in each other Loan Document to any Article or Section
are references to such Article or Section of this Credit Agreement or such other
Loan Document,  as the case may be, and, unless otherwise specified,  references
in any  Article,  Section or  definition  to any clause are  references  to such
clause of such Article, Section or definition.

                                     - 27 -

<PAGE>

     Section 1.05.  Exhibits and  Schedules.  All Exhibits and Schedules to this
Credit Agreement,  either as originally existing or as the same may from time to
time be supplemented,  modified,  amended or restated are incorporated herein by
this reference.

                                   ARTICLE II

                AMOUNT, TERMS AND SECURITY OF THE CREDIT FACILITY

     Section 2.01. The Credit Facility.

     a. Subject to the conditions and upon the terms  hereinafter  set forth and
in accordance with the terms and provisions of the Note, Lenders severally agree
in the proportions  set forth on the Schedule of Lenders'  Proportions in Credit
Facility,  marked  Schedule  2.01(a)  attached  hereto  and  by  this  reference
incorporated  herein and made a part hereof,  to lend and advance  Borrowings to
Borrowers, up to the Maximum Permitted Balance, in such amounts as Borrowers may
request by: (i) Notice of Borrowing  duly executed by an Authorized  Officer and
delivered  to Agent Bank on or before three (3) Banking  Business  Days prior to
the  Closing  Date  for  the  purpose  of  requesting  funding  of  the  Closing
Disbursements,  and (ii) Notice of  Borrowing  duly  executed  by an  Authorized
Officer  and  delivered  to Agent Bank from time to time  during  the  Revolving
Credit  Period  when  and  as  provided  in  Section  2.03;  provided,  however,
notwithstanding  anything  herein  contained to the  contrary,  until WMCKVC has
acquired fee title to the Parking Lot Property, a portion of the Credit Facility
equal to the Parking Lot  Purchase  Price shall not be available  for  Borrowing
hereunder for any purpose other than the  acquisition  by WMCKVC of fee title to
the Parking Lot Property in accordance with the requirements of Article III C.

     b. During the Revolving  Credit  Period,  Borrowers  may borrow,  repay and
reborrow the Available  Borrowings up to the Maximum Permitted Balance from time
to time,  provided that at all times the Maximum  Availability  shall be no less
than zero (0). The Credit Facility shall be for a term commencing on the Closing
Date and terminating on the Maturity Date, on which date the entire  outstanding
balance  of the  Credit  Facility  shall  be  fully  paid  and  Credit  Facility
Termination  shall  occur.  In no event  shall any  Lender be liable to fund any
amounts  under the  Credit  Facility  in excess  of its  respective  Syndication
Interest in any Borrowing.

                                     - 28 -

<PAGE>


     c.  Notwithstanding  the  Scheduled  Reductions  to the  Maximum  Scheduled
Balance as set forth on the Aggregate  Commitment  Reduction Schedule,  Schedule
2.01(c)  attached  hereto and by this reference  incorporated  herein and made a
part hereof,  Borrowers may  voluntarily  further  reduce the Maximum  Permitted
Balance from time to time (a "Voluntary Reduction") on the following conditions:

          (i) that  each  such  Voluntary  Reduction  be made in  writing  by an
          Authorized Officer,  effective on the fifth (5th) Banking Business Day
          following receipt by Agent Bank; and

          (ii) that each such Voluntary  Reduction  shall be  irrevocable  and a
          permanent reduction to the Maximum Permitted Balance.

     d. In the event any Scheduled  Reduction or Voluntary Reduction reduces the
Maximum Permitted Balance to less than the sum of the Funded  Outstandings,  the
Borrowers shall immediately cause the Funded  Outstandings to be reduced by such
amount as may be  necessary to cause the Funded  Outstandings  to be equal to or
less than the Maximum Permitted Balance.

     Section 2.02. Use of Proceeds of the Credit Facility.  Available Borrowings
shall be used for the purposes of:

     a. On the Closing Date (collectively the "Closing Disbursements"):

     (i)  paying in full all loans and advances  outstanding  under the Existing
          Real Estate  Debt and the  Existing  Equipment  Debt as of the Closing
          Date;

     (ii) financing the costs of acquisition by CCCC of fee title to the Legends
          Property  and the costs of  acquisition  by WMCKAC of fee title to the
          Diamond Lil's Property;

     (iii)Nine  Hundred  Twenty-Three   Thousand  Dollars  ($923,000.00)  toward
          repayment of outstanding Indebtedness owing by Borrowers to Guarantor;
          and

                                     - 29 -

<PAGE>

     (iv) paying in full the Upfront Fee, the costs,  fees and expenses of Title
          Company  incurred in connection with the issuance of the Title Policy,
          the costs,  fees and  expenses of  Henderson & Nelson,  attorneys  for
          Agent Bank, and associate counsel and insurance  consultants  retained
          by them incurred to the Closing Date.

     b. During the Revolving Credit Period:

     (i)  funding  working  capital  needs of  Borrowers  relating to the Casino
          Facilities;

     (ii) financing  Distributions  to Guarantor to the extent not prohibited by
          the Financial  Covenants and so long as no Default or Event of Default
          would result from the making of such Distributions;

     (iii)financing  the  costs of  acquisition  by  WMCKVC  of fee title to the
          Parking Lot Property,  subject to compliance with the  requirements of
          Article III C; and

     (iv) funding ongoing Capital Expenditure requirements of Borrowers relating
          to the Casino Facilities.

     Section 2.03. Notice of Borrowings.

     a.  Borrowings  shall be made through  Agent Bank's  credit sweep  product.
Provided, however, for each Borrowing in excess of Five Hundred Thousand Dollars
($500,000.00),  an Authorized Officer shall give Agent Bank, no later than 11:00
a.m. on a Banking  Business  Day at Agent  Bank's  office  specified  in Section
2.06(b),  two (2) full Banking Business Days prior written notice in the form of
the  Notice of  Borrowing  ("Notice  of  Borrowing"),  a copy of which is marked
"Exhibit C", affixed hereto and by this reference incorporated herein and made a
part hereof,  for each proposed Borrowing to be made during the Revolving Credit
Period.  Agent Bank shall give  prompt,  and in any event within one (1) Banking
Business Day,  notice of each Notice of Borrowing to Lenders of the amount to be
funded and specifying the Funding Date. Not later than 11:00 o'clock a.m. on the
Funding Date specified,  each  Lender  shall disburse to Agent Bank the Pro Rata

                                     - 30 -

<PAGE>

Share  to  be  advanced  by  each  such  Lender  in lawful  money of the  United
States of America and in immediately  available funds. Agent Bank shall make the
proceeds of such  fundings  received by it on or before 11:00  o'clock a.m. from
the Lenders  available to Borrowers by depositing in or wiring to, prior to 1:00
o'clock  p.m. on the day so received  (but not prior to the Funding  Date),  the
Designated  Deposit Account the amounts received from the Lenders.  No Borrowing
may exceed the Available Borrowings.

     b. The failure of any Lender to fund its Pro Rata Share of any Borrowing on
any Funding Date shall not relieve any other Lender of any obligation  hereunder
to fund its Pro Rata Share of such  Borrowing  on such  Funding Date nor relieve
the Lender which has failed to fund of its  obligations to Borrowers  hereunder.
No Lender shall be  responsible  for the failure of any other Lender to fund its
Pro Rata Share of such  Borrowing  on any  Funding  Date nor shall any Lender be
responsible  for the  failure  of any other  Lender to  perform  its  respective
obligations hereunder.

     Section 2.04. Conditions of Borrowings.

     During the Revolving Credit Period, Borrowings will only be made so long as
Borrowers are in full  compliance with each of the  requirements  and conditions
precedent  set  forth  in  Article  III B of this  Credit  Agreement.  Provided,
however,  upon the  consent of the  Requisite  Lenders,  Lenders  shall  advance
Borrowings  notwithstanding  the existence of less than full compliance with the
requirements  of Article  III B and  Borrowings  so made shall be deemed to have
been made pursuant to this Credit Agreement.

     Section 2.05. The Note, Interest Accrual and Repayment.

     The Credit  Facility shall be evidenced by the Note which shall be executed
by the  Borrowers  and shall be jointly  and  severally  payable to the order of
Agent Bank on behalf of the Lenders. Borrowers waive any rights which they might
otherwise have under Colorado Revised Statutes ss.ss. 13-50-102 or 13-50-103 (or
under any  corresponding  future statute or rule of law in any  jurisdiction) by
reason of any  release  of fewer than all of the  Borrowers.  The amount of each
Borrowing  shall be recorded on Agent Bank's  internal data control  systems and
each payment of principal and/or interest with respect to the Credit Facility or
any portion thereon,  when applied,  shall be evidenced by entries made by Agent
Bank in Agent Bank's internal data control system showing the date and amount of
each payment of principal  and interest with respect  thereto.  Agent Bank shall
provide  Borrowers  and  Guarantor  with a copy of such entries upon the written
request of

                                     - 31 -

<PAGE>


Borrowers  and/or   Guarantor.    The  aggregate unpaid balance of principal and
interest  of the Note as set  forth  on the  most  recent  data  control  system
printout  of Agent Bank shall be  rebuttably  presumptive  evidence  of the sums
owing and  unpaid on the  Note.  The Note  shall  bear  interest  and be due and
payable in the manner and at the times set forth therein,  the terms whereof are
by this reference incorporated herein and made a part hereof as though fully set
forth.

     Section 2.06. Place and Manner of Payment.

     a. All amounts  payable by Borrowers to the Lenders  shall be made to Agent
Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the
Note and shall be made on a Banking  Business  Day in lawful money of the United
States of America and in immediately available funds.

     b. All such amounts payable by Borrowers shall be made to Agent Bank at its
office located at Wells Fargo Agency  Department,  201 Third Street,  8th Floor,
San Francisco, California 94103. If such payment is received by Agent Bank prior
to 11:00 o'clock a.m.,  Agent Bank shall credit  Borrowers  with such payment on
the day so received and shall  disburse to the  appropriate  Lenders on the same
day such  Lenders' Pro Rata Shares of payments  relating to the Credit  Facility
based on the respective Syndication  Interests,  in immediately available funds.
If such payment is received by Agent Bank after 11:00 o'clock  a.m.,  Agent Bank
shall credit Borrowers with such payment as of the next Banking Business Day and
disburse  to the  appropriate  Lenders  on the next  Banking  Business  Day such
Lenders' Pro Rata Shares of such payment  relating to the Credit  Facility based
on their respective Syndication  Interests,  in immediately available funds. Any
payment on the Credit  Facility  made by Borrowers to Agent Bank pursuant to the
terms of this  Credit  Agreement  or the Note for the  account of Lenders  shall
constitute  payment  to the  appropriate  Lenders.  If the  Note or any  payment
required to be made thereon or hereunder, is or becomes due and payable on a day
other than a Banking Business Day, the due date thereof shall be extended to the
next succeeding  Banking  Business Day and interest  thereon shall be payable at
the then applicable rate during such extension.

                                     - 32 -

<PAGE>

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

     Section 2.07. Fees.

     a. On the  Closing  Date,  Borrowers  shall pay the  unpaid  balance of the
non-refundable  upfront  fee (the  "Upfront  Fee"),  in such  amount as has been
agreed upon by Agent Bank and  Borrowers in the Upfront Fee Side  Letter,  which
Upfront Fee shall be retained by Agent Bank or  distributed  in whole or in part
to Lenders as may be agreed between Agent Bank and Lenders.

     b.  Commencing  with  the  commencement  of the  Revolving  Credit  Period,
Borrowers  shall pay to Agent Bank for  disbursement to Lenders in proportion to
their   respective   Syndication   Interests  in  the  Credit  Facility  and  in
consideration  for their  commitment  to  advance  Borrowings  under the  Credit
Facility during the Revolving Credit Period a non-refundable  fee (the "Nonusage
Fee") in the amount of  one-half  of one  percent  (.50%) per annum of the daily
average of the Maximum  Availability,  computed on the basis of a three  hundred
sixty  (360)  day  year  based  on the  actual  number  of days  elapsed,  to be
calculated  during the Revolving Credit Period and continuing until the Maturity
Date.  The  Nonusage  Fee will be  payable  on the first  Banking  Business  Day
following the end of each Fiscal Quarter  commencing  with the Fiscal Quarter in
which the Closing Date occurs, and on the Maturity Date. Each Nonusage Fee shall
be  distributed  by Agent  Bank to  Lenders in  proportion  to their  respective
Syndication Interests in the Credit Facility.

                                     - 33 -

<PAGE>




     Section 2.08. Late Charges and Default Rate.

     a. If any principal  reduction,  interest payment,  fee or other Obligation
due under the Note or under the Credit  Agreement  is not paid  within  five (5)
days of the date upon which such payment is due, Borrowers promise to pay a late
charge in the  amount of three  percent  (3%) of the  amount of such  delinquent
payment  and Agent  Bank need not  accept  any late  payment  made  unless it is
accompanied  by such three  percent  (3%) late payment  charge.  Any late charge
shall  be  paid  to  Lenders  in  proportion  to  their  respective  Syndication
Interests.

     b. In the event of the existence of an Event of Default,  commencing on the
first (1st)  Banking  Business Day following the receipt by Borrowers of written
notice of the  occurrence of such Event of Default from Agent Bank, the total of
the unpaid  balance of the  principal  and the then accrued and unpaid  interest
owing under the Credit Facility shall collectively commence accruing interest at
a rate equal to five percent (5%) over the Prime Rate (the "Default Rate") until
such time as all payments and  additional  interest are paid,  together with the
curing of any Events of Default which may exist, at which time the interest rate
shall revert to that rate of interest  otherwise  accruing pursuant to the terms
of the Note.

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

     Section 2.09. Security for the Credit Facility.

     As security for the due and punctual  payment and  performance of the terms
and  provisions  of this Credit  Agreement,  the Note and each of the other Loan
Documents,  the Security  Documentation shall be executed and delivered to Agent
Bank, as of the Closing Date, by the respective  parties to each of the Security
Documentation.

                                     - 34 -

<PAGE>



     Section 2.10. Guaranty Agreement.

     As additional  security for the due and punctual payment and performance of
the  Credit  Facility  and  each  of  the  terms,  covenants,   representations,
warranties  and  provisions  herein  contained and contained in each of the Loan
Documents, on or before the Closing Date Guarantor shall execute the Guaranty, a
copy of which is  marked  "Exhibit  B",  affixed  hereto  and by this  reference
incorporated herein and made a part hereof.

     Section 2.11. Net Payments.

     All payments  under this Credit  Agreement,  the Note and/or any other Loan
Document shall be made without  set-off or  counterclaim  and in such amounts as
may be necessary in order that all such payments, after deduction or withholding
for or on account of any future taxes, levies,  imposts, duties or other charges
of whatsoever nature imposed by the United States or any Governmental Authority,
other than  franchise  taxes or any tax on or measured by the gross  receipts or
overall  net income of any Lender  pursuant to the income tax laws of the United
States or any State, or the jurisdiction where each Lender's principal office is
located  (collectively  "Taxes"),  shall not be less than the amounts  otherwise
specified to be paid under this Credit  Agreement and the Note. A certificate as
to any  additional  amounts  payable  to the  Lenders  under this  Section  2.11
submitted to the  Borrowers by the Lenders  shall show in  reasonable  detail an
accounting of the amount payable and the calculations  used to determine in good
faith such amount and shall be conclusive absent manifest or demonstrable error.
Any amounts  payable by the  Borrowers  under this  Section 2.11 with respect to
past  payments  shall be due  within  ten (10)  days  following  receipt  by the
Borrowers of such  certificate  from the Lenders;  any such amounts payable with
respect to future  payments  shall be due within ten (10) days after demand with
such future  payments.  With respect to each deduction or withholding  for or on
account of any Taxes,  the Borrowers shall promptly  furnish to the Lenders such
certificates, receipts and other documents as may be required (in the reasonable
judgment of the Lenders) to establish any tax credit to which the Lenders may be
entitled.

                                   ARTICLE III

                    CONDITIONS PRECEDENT TO THE CLOSING DATE

                  A. Closing  Conditions.  The  obligation  of each of the Banks
hereunder is subject to the following conditions precedent, each of which shall
be satisfied  prior to April 15, 1997  (unless each of the Banks,  in their sole

                                     - 35 -

<PAGE>

and  absolute  discretion,  shall  agree  otherwise).    The  occurrence  of the
Closing Date is subject to and contingent  upon Agent Bank having  received,  in
each case in form and substance reasonably satisfactory to Banks, or in the case
of an occurrence, action or event, the occurrence of each of the following:

     Section 3.01. Credit Agreement.

     Executed  counterparts  of this Credit  Agreement in  sufficient  duplicate
originals for each of the Banks.

     Section 3.02. The Note and Guaranty.

          a.   The Note duly executed by the Borrowers in favor of Agent Bank.

          b.   The  Guaranty  duly  executed by the  Guarantor in favor of Agent
               Bank.

     Section 3.03. Security Documentation.

     The Security  Documentation  set forth below, duly executed by Borrowers or
other party thereto, consisting of the following:

          a.   Deed of Trust;

          b.   Financing Statements;

          c.   Assignment of Spaceleases, Contracts, Rents and Revenues; and

          d.   Assignment of Permits, Licenses and Contracts.

     Section 3.04. Other Loan Documents.

     The  following  Loan  Documents  duly  executed by Borrowers and each other
applicable party thereto consisting of the following:

          a.   Environmental Certificate; and

          b.   Payment  Subordination  Agreement  (for  each  Subordinated  Debt
               incurred as of the Closing Date).

     Section 3.05.  Articles of  Incorporation,  Bylaws,  Corporate  Resolution,
Certificate of Good Standing and Closing Certificate.

     Agent  Bank  shall  have  received  from  each  of  the  Borrowers:  (i)  a
Certificate of Good Standing  issued by the Secretaries of State of the State of
Colorado  with  respect  to CCCC and of the State of  Delaware  with  respect to
WMCKAC, WMCKVC and Guarantor  (together with a Certificate of Good Standing as a

                                     - 36 -

<PAGE>

foreign  corporation  issued  by  the  Colorado  Secretary of State with respect
to WMCKAC and WMCKVC) and each dated  within  thirty (30)  calendar  days of the
Closing Date and telephonically confirmed as of the Closing Date, (ii) a copy of
the respective articles of incorporation and by-laws certified as of the Closing
Date to be true,  correct and complete by a duly  Authorized  Officer of each of
the Borrowers and  Guarantor,  respectively,  (iii) an original  Certificate  of
Corporate  Resolution and Certificate of Incumbency executed by the Secretary of
each of the Borrowers and Guarantor and attested to by its respective President,
Vice  President,  or Treasurer  authorizing  each such Borrower and Guarantor to
enter into all  documents  and  agreements to be executed by it pursuant to this
Credit Agreement and further  authorizing and empowering the officer or officers
who will execute such documents and  agreements  with the authority and power to
execute such documents and agreements on behalf of each respective  corporation,
(iv)   designation  by  corporate   resolution   and  an  original   certificate
("Authorized Officer Certificate"),  substantially in the form of the Authorized
Officer  Certificate  marked  "Exhibit D",  affixed hereto and by this reference
incorporated herein and made a part hereof, of the officers of Borrowers who are
authorized to give Notices of Borrowing,  Compliance  Certificates and all other
notices,  requests,  reports,  consents,  certifications  and  authorizations on
behalf  of  the  Borrowers  (each  individually  an  "Authorized   Officer"  and
collectively the "Authorized  Officers") and (v) an original closing certificate
("Closing  Certificate"),  substantially in the form of the Closing  Certificate
marked "Exhibit E", affixed hereto and by this reference incorporated herein and
made a part hereof, duly executed by an Authorized Officer of Borrowers.

     Section 3.06. Opinion of Counsel.

     The  opinion of counsel to the  Borrowers  and  Guarantor,  dated as of the
Closing  Date and  addressed  to the Agent Bank and each of the Banks,  together
with their respective  successors and assigns,  substantially in the form of the
legal  opinion  marked  "Exhibit  G",  affixed  hereto  and  by  this  reference
incorporated herein and made a part hereof.

     Section 3.07. Title Insurance Policy.

     The  Title  Insurance  Policy  (or  proforma  commitment  for the  issuance
thereof)  together with such  endorsements and re-insurance  requirements as set
forth in the Depository Closing Instructions.

                                     - 37 -

<PAGE>



     Section 3.08. Survey.

     If required by the Title  Company as a  condition  for the  issuance of the
Title Policy,  current ALTA survey for the Real  Property  subject to exceptions
approved by Agent Bank prior to the Closing Date, which must (i) be certified to
Agent  Bank and the Title  Company,  (ii) show the Real  Property  to be free of
encroachments,  overlaps,  and other survey defects,  (iii) show the courses and
distances  of the  boundary  lines  for the Real  Property,  (iv)  show that all
existing or to be  constructed  improvements  are located  within said  boundary
lines,  and (v) show the  location  of all  above and  below  ground  easements,
improvements, appurtenances, utilities, rights-of-way, water rights, if any, and
ingress and egress,  by  reference  to book and page  numbers  and/or  filed map
reference.  On or before the Closing Date, Borrowers shall comply with all other
survey  requirements  of Title  Company for the issuance of the Title  Insurance
Policy.

     Section 3.09. Payment of Taxes.

     Evidence  satisfactory  to Agent  Bank that all past and  current  real and
personal  property  taxes and  assessments  which are  presently due and payable
applicable to the Real Property have been paid in full.

     Section 3.10. Insurance.

     Copies of the declaration pages of each of the insurance policies certified
to be true and correct by an Authorized Officer of the Borrowers,  together with
original   binders   evidencing   Borrowers  as  named  insured,   and  original
certificates of insurance,  loss payable and mortgagee endorsements naming Agent
Bank as  mortgagee,  loss  payee and  additional  insured,  as  required  by the
applicable  insurance  provisions  set  forth  in  Section  5.09 of this  Credit
Agreement.

     Section 3.11. Payment of Upfront Fees.

     Payment by  Borrowers  of the  balance of the  Upfront  Fee as  provided in
Section 2.07(a) hereinabove.

     Section 3.12. Reimbursement for Expenses and Fees.


     Reimbursement  by  Borrowers  for all  reasonable  fees  and  out-of-pocket
expenses  incurred  by  Agent  Bank in  connection  with  the  Credit  Facility,
including,  but not  limited  to,  escrow  charges,  title  insurance  premiums,
environmental   examinations,   recording  fees,   appraisal  fees,   reasonable
attorney's  fees of  Henderson & Nelson and Colorado  counsel  retained by them,
insurance consultant fees, and all other like fees and expenses remaining unpaid
as of the Closing  Date to the extent then due and payable on the Closing  Date,
provided that the amount then invoiced shall not thereafter  preclude Borrowers'
obligation to pay such costs and expenses  relating to the closing of the Credit
Facility  following the Closing Date or to reimburse  Agent Bank for the payment
thereof.

                                     - 38 -

<PAGE>

     Section 3.13. Schedule of Spaceleases and Equipment Leases and Contracts.

     A  Schedule  of  Spaceleases  (Schedule  4.16)  and  Equipment  Leases  and
Contracts  (Schedule 4.17) in each instance  setting forth the name of the other
party thereto,  a brief  description  of each  spacelease,  equipment  lease and
contract and the  commencement  and ending date thereof,  to the extent known to
Borrowers as of the Closing Date.

     Section 3.14. Phase I Environmental Site Assessments.

     A Phase I Environmental Site Assessment or Assessments of the Real Property
prepared  in  conformance  with  the  scope  and  limitations  of ASTM  Standard
Designation  E1527- 93 and approved by Agent Bank. Any recommended  action shall
have been completed by Borrowers.

     Section 3.15 Leases.

          a.   A true and correct copy of the Golden  Horseshoe Lease and of all
               amendments and modifications thereto.

          b.   A true and  correct  copy of the  Parking  Lot  Lease  and of all
               amendments and modifications thereto.

     Section  3.16.  Payment in Full of Existing  Real Estate Debt and  Existing
Equipment Debt.

          a.   Payment in full of all Existing Real Estate Debt and the full and
               complete  release and  reconveyance  of all Existing  Real Estate
               Security Documents.

          b.   Payment in full of all Existing  Equipment  Debt and the full and
               complete  release  and  termination  of  all  Existing  Equipment
               Security Documents.

     Section 3.17. Schedule of all Significant Litigation.

     A Schedule of  Significant  Litigation  (Schedule  3.17),  in each instance
setting forth the names of the other parties  thereto,  a brief  description  of
such litigation,  whether or not such litigation is covered by insurance and, if
so, whether the defense thereof and liability  therefor has been accepted by the
applicable insurance company indicating whether such acceptance of such defenses
with  or  without  a  reservation  of  rights,  the  commencement  date  of such
litigation and the amount sought to be recovered by the adverse  parties thereto
or the amount which is otherwise in controversy.

                                     - 39 -

<PAGE>

     Section 3.18. Acquisition of Title.

     As of the Closing  Date,  CCCC shall have acquired fee title to the Legends
Property and WMCKAC shall have acquired fee title to the Diamond Lil's Property,
in each instance subject only to Permitted Encumbrances.

     Section 3.19. Financial Statements.

     For  Fiscal  Year  1996,  audited  consolidated   financial  statements  of
Guarantor including  consolidating schedules which present the balance sheet and
statement of operations of the Borrower Consolidation.

     Section 3.20. No Injunction or Other Litigation.

     No law or regulation  shall prohibit,  and no order,  judgment or decree of
any  Governmental  Authority  shall,  and no  litigation  shall  be  pending  or
threatened  which in the  reasonable  judgment  of the Agent Bank would or would
reasonably be expected to, enjoin, prohibit, limit or restrain the execution and
delivery of this Credit  Agreement or the  performance  by the  Borrowers of any
other obligations in respect thereof.

     Section 3.21. Additional Documents and Statements.


     Such additional documents, affidavits, certificates and opinions as Lenders
may reasonably  require to insure  compliance  with this Credit  Agreement.  The
statements set forth in Section 3.23 shall be true and correct.

     B. Conditions Precedent to all Borrowings.

     The  obligation  of each  Lender  and  Agent  Bank to  make  any  Borrowing
requested to be made on any Funding Date is subject to the occurrence of each of
the following conditions precedent as of such Funding Date:

     Section 3.22. Notice of Borrowing.

     With  respect to any  Borrowing,  the Agent Bank  shall  have  received  in
accordance with Section 2.03 on or before such Funding Date an original and duly
executed Notice of Borrowing or facsimile copy thereof,  to be promptly followed
by an original.

     Section 3.23. Certain Statements.

     On the Closing  Date and as of the Funding  Date the  following  statements
shall be true and correct:

                                     - 40 -

<PAGE>

     a.  The  representations  and  warranties  with  respect  to the  Borrowers
contained in Article IV hereof (other than  representations and warranties which
expressly  speak only as of a different  date which shall be true and correct as
of such date) are true and correct on and as of the  Funding  Date and as of the
Closing  Date in all  material  respects  as though made on and as of that 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 this Credit  Agreement or
by any other Loan  Document,  or which is  otherwise  consented  to by Requisite
Lenders;

     b. The  representations  and certifications  contained in the Environmental
Certificate  are  true  and  correct  in  all  material   respects  (other  than
representations and warranties which expressly speak only as of a different date
which shall be true and correct as of such date);

     c. Since the date of the most recent  financial  statements  referred to in
Section 5.08, no Material Adverse Change shall have occurred; and

     d. No event  has  occurred  or as a result of any  Borrowings  contemplated
hereby would occur and is continuing,  or would result from the making  thereof,
which constitutes a Default or Event of Default hereunder.

     Section 3.24. Gaming Permits.

     The Borrowers  Consolidation  shall have all Gaming Permits  material to or
required  for the conduct of its gaming  businesses  and the conduct of games of
chance  at the  Casino  Facilities  and such  Gaming  Permits  shall not then be
suspended,  enjoined  or  prohibited  (for any  length  of  time) by any  Gaming
Authority or any other Governmental Authority.

     C. Conditions Precedent to Disbursement of Parking Lot Purchase Price.

     In addition to the  requirements  set forth in Article II B, the obligation
of  Lenders  and  Agent  Bank to  advance a  Borrowing  to  finance  the cost of
acquisition of the Parking Lot Property as permitted  under Section  2.02(b)(ii)
is subject to Agent Bank  having  received,  in each case in form and  substance
reasonably  satisfactory  to  Agent  Bank  and  Requisite  Lenders  each  of the
following:

     Section 3.25. Legal Description and Deed of Trust.


     A complete legal  description of the Parking Lot Property shall be prepared
and  delivered  to Agent  Bank  together  with a title  commitment  showing  all
exceptions  to title  thereto.  WMCKVC shall execute and deliver to Agent Bank a
deed of trust and security  agreement with  assignment of rents  encumbering the
Parking Lot Property in substantially the same form as the Deed of Trust.

                                     - 41 -

<PAGE>


     Section 3.26. Environmental Site Assessment.

     a. A Phase I  Environmental  Site  Assessment  of the Parking Lot Property,
prepared  in  conformance  with  the  scope  and  limitations  of ASTM  Standard
Designation  E1527-93 and approved by Agent Bank. Any  recommended  action shall
have been completed.

     b. Borrowers shall confirm in writing that the representations contained in
Sections 2.1 and 2.2 of the  Environmental  Certificate  are true and correct in
all respects as to the Parking Lot Property.

     Section 3.27. Title Policy or Endorsement.

     Borrowers shall cause, at their expense,  concurrently  with the funding of
the  Borrowing to finance the cost of  acquisition  of the Parking Lot Property,
the Title Insurance  Company to issue a title insurance policy or endorsement to
the Title  Insurance  Policy in favor of Agent Bank  insuring  the deed of trust
encumbering  the Parking Lot Property as a first priority lien,  subject only to
Permitted Encumbrances.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     To  induce  Banks  to enter  into  this  Credit  Agreement,  Borrowers  and
Guarantor make the following representations and warranties:

     Section 4.01. Organization; Power and Authorization.

     WMCKAC,  WMCKVC and  Guarantor are each a  corporation  duly  organized and
validly existing under the laws of the State of Delaware.  CCCC is a corporation
duly  organized  and validly  existing  under the laws of the State of Colorado.
Each Borrower and Guarantor (i) has all requisite corporate power, authority and
legal right to execute and deliver each  document,  agreement or  certificate to
which  it is a party or by which  it is  bound  in  connection  with the  Credit
Facility,  to consummate the transactions and perform its obligations  hereunder
and thereunder, and to own its properties and assets and to carry on and conduct
its business as presently  conducted or proposed to be  conducted,  and (ii) has



                                                  - 42 -

<PAGE>



taken  all  necessary  corporate  action  to  authorize the execution,  delivery
and  performance of this Credit  Agreement and the other Loan Documents to which
it is a party  or by  which  it is  bound  and to  consummate  the  transactions
contemplated hereunder and thereunder.

     Section 4.02.  Authority;  Compliance with other Agreements and Instruments
and Government Regulations.

     The execution,  delivery and  performance  by Borrowers and  Guarantor,  as
applicable,  of the Loan  Documents and the execution of the Loan Documents have
been duly authorized by all necessary corporate action and do not:

          a.   require any consent or approval  not  heretofore  obtained of any
               member,  director,  stockholder,  security  holder or creditor of
               such Party;

          b.   violate or conflict with any  provision of such Party's  articles
               of incorporation or bylaws, Has applicable;

          c.   violate  any  requirement  of  Law,  including  any  Gaming  Law,
               applicable to such Party;

          d.   constitute  a  "transfer  of  an  interest"  or  an   "obligation
               incurred" that is avoidable by a trustee under Section 548 of the
               Bankruptcy Code of 1978, as amended,  or constitute a "fraudulent
               conveyance,"  "fraudulent  obligation" or  "fraudulent  transfer"
               within the meanings of the Uniform Fraudulent  Conveyances Act or
               Uniform  Fraudulent  Transfer  Act, as enacted in any  applicable
               jurisdiction; or

          e.   result in a breach of, or would, with the giving of notice or the
               lapse of time or both,  constitute a breach of or default  under,
               or cause or permit the acceleration of any obligation owed under,
               any   indenture  or  loan  or  credit   agreement  or  any  other
               Contractual Obligation to which such Party is a party or by which
               such Party or any of its assets are bound or affected.

     Section 4.03. Litigation.

     Except as disclosed on the Schedule of Significant  Litigation delivered in
connection  with Section 3.17, to the best knowledge of Borrowers and Guarantor,
after due  inquiry  and  investigation,  there is no action,  suit,  proceeding,
inquiry, hearing or investigation pending or threatened,  in any court of law or
in equity,  or before any  Governmental  Authority,  which could  reasonably  be
expected to (a) result in any Material  Adverse Change in any Casino Facility or

                                     - 43 -

<PAGE>

in  its  business,   financial  condition,   properties or  operations,   or (b)
result in any Material Adverse Effect. To the best knowledge of Borrowers, after
due inquiry and  investigation,  no Borrower is in  violation of or default with
respect to any order,  writ,  injunction,  decree or demand of any such court or
Governmental Authority.

     Section 4.04. Agreements Legal, Binding, Valid and Enforceable.

     This Credit Agreement,  the Note, the Security  Documentation and all other
Loan Documents,  when executed and delivered by Borrowers in connection with the
Credit  Facility and the Guaranty when executed and delivered by Guarantor  will
constitute  legal,  valid and binding  obligations  of Borrowers and  Guarantor,
respectively,  enforceable  against Borrowers and Guarantor,  as applicable,  in
accordance with their respective terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
relating to or affecting the  enforcement of creditors'  rights and the exercise
of  judicial   discretion  in  accordance  with  general  principles  of  equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

     Section  4.05.   Information   and  Financial  Data   Accurate;   Financial
Statements; No Adverse Change.

     All  information  and  financial  and other data  previously  furnished  in
writing by Borrowers and/or Guarantor in connection with the Credit Facility was
true,  correct and  complete in all material  respects as of the date  furnished
(unless subsequently  corrected prior to the date hereof), and there has been no
Material  Adverse  Change  with  respect  thereto  to the  date of  this  Credit
Agreement  since the dates thereof.  No information has been omitted which would
make the information  previously furnished in such financial statements to Banks
misleading  or  incorrect  in any  material  respect to the date of this  Credit
Agreement.  Any and all financial  statements  heretofore  furnished to Banks by
Borrowers  and/or  Guarantor:  (i)  present  fairly the  financial  position  of
Borrowers and/or Guarantor, as the case may be, as at their respective dates and
the  results of  operations  and  changes in cash flows for the periods to which
they apply, and (ii) have been prepared,  except as noted therein, in conformity
with GAAP applied on a consistent basis throughout the periods  involved.  Since
the date of the financial statements referred to in this Section 4.05, there has
been  no  Material  Adverse  Change  in the  financial  condition,  business  or
operations of the Borrowers and/or Guarantor.

                                     - 44 -

<PAGE>

     Section 4.06. Governmental Approvals.

     All consents,  approvals,  orders or  authorizations  of, or registrations,
declarations,  notices or filings with any Governmental  Authority and any other
Person,  which  may be  required  in  connection  with the valid  execution  and
delivery of this Credit  Agreement and the other Loan Documents by Borrowers and
Guarantor,  as  applicable,  and the  carrying-out  or performance of any of the
transactions required or contemplated  hereunder,  or thereunder,  by Borrowers,
have  been  obtained  or  accomplished  and are in full  force and  effect.  All
consents,   approvals,   orders  or   authorizations   of,   or   registrations,
declarations,  notices or filings with any Governmental  Authority and any other
Person,  the  failure of which could  reasonably  be expected to have a Material
Adverse  Effect,  which may be required by Borrowers in connection  with the use
and operation of the Casino  Facilities have been obtained or  accomplished  and
are in full force and effect.

     Section 4.07. Payment of Taxes.

 Borrowers have

     duly filed or caused to be filed all  federal,  state and local tax reports
and  returns  which  are  required  to be filed  by them  and have  paid or made
provisions for the payment of, all material taxes,  assessments,  fees and other
governmental  charges which have or may have become due pursuant to said returns
or otherwise pursuant to any assessment received by Borrowers except such taxes,
assessments,  fees or other governmental charges, if any, as are being contested
in good faith by any  Borrower  by  appropriate  proceedings  and for which such
Borrower has maintained  adequate reserves for the payment thereof in accordance
with GAAP.

     Section 4.08. Title to Properties. Borrowers
                                             
     shall have good and marketable title to the Legends Property, Diamond Lil's
Property  and  Womack's  Property as of the Closing Date and at all times during
the term of the Credit  Facility.  Borrowers shall have a leasehold  interest in
and to the Golden  Horseshoe  Property  pursuant to the Golden  Horseshoe Lease.
Borrowers  and  Guarantor  have good and  marketable  title to: (a) all of their
respective  properties  and  assets  reflected  in  the  most  recent  financial
statements  referred to in Section  4.05 hereof as owned by them  (except  those
properties and assets disposed of since the date of said financial statements in
the  ordinary  course of business or those  properties  and assets  which are no
longer  used or useful in the  conduct of its  businesses),  including,  but not
limited   to,   Borrowers'   interest  in   patents,   trademarks,   tradenames,
servicemarks,  and licenses relating to or pertaining to the Casino  Facilities,
and (b) all properties and assets acquired by them subsequent to the date of the


                                     - 45 -

<PAGE>



most recent financial  statements  referred to in Section 4.05 hereof.  All
such  properties  and assets  are not  subject  to any  liens,  encumbrances  or
restrictions except Permitted  Encumbrances.  All roads, easements and rights of
way necessary for the full  utilization of the Real Property have been completed
and/or obtained.

     Section 4.09. No Untrue Statements.

     All  statements,  representations  and  warranties  made by  Borrowers  and
Guarantor,  in this  Credit  Agreement,  any other Loan  Document  and any other
agreement,  document,  certificate or instrument  previously  furnished or to be
furnished by Borrowers  and/or  Guarantor to Banks pursuant to the provisions of
this Credit  Agreement,  (i) are and shall be true,  correct and complete in all
material respects, at the time they were made, (ii) do not and shall not contain
(at the time they were made) any untrue  statement of a material fact, and (iii)
do not and shall not omit to state (at the time they were made) a material  fact
necessary  in order to make the  information  contained  herein or  therein  not
misleading  or  incomplete.  Borrowers and  Guarantor  understand  that all such
statements,  representations  and warranties shall be deemed to have been relied
upon by Banks as a material inducement to establish the Credit Facility.

     Section 4.10. Brokerage Commissions.

     No person is entitled to receive any brokerage commission,  finder's fee or
similar fee or payment in connection with the extensions of credit  contemplated
by this Credit Agreement as a result of any agreement entered into by Borrowers.
No brokerage or other fee,  commission  or  compensation  is to be paid by Banks
with respect to the extensions of credit  contemplated hereby as a result of any
agreement  entered into by  Borrowers,  and Borrowers  agree to indemnify  Banks
against  any  such  claims  for  brokerage  fees or  commissions  and to pay all
expenses including,  without limitation,  reasonable attorney's fees incurred by
Banks in  connection  with the  defense of any action or  proceeding  brought to
collect any such brokerage fees or commissions.

     Section 4.11. No Defaults. 

     Borrowers  are  not in  violation  of or in  default  with  respect  to any
applicable Laws which  materially and adversely affect the business or financial
condition  of the Casino  Facilities.  Without  limiting the  generality  of the
foregoing, Borrowers are not in violation or default (nor is there any waiver in
effect which,  if not in effect,  would result in a violation or default) in any
material and adverse respect under any indenture, evidence of indebtedness, loan
or financing  agreement or other  agreement or instrument of whatever  nature to
which they, or any of them,  are a party or by which they,  or any of them,  are
bound, which in any case could reasonably be expected to have a Material Adverse
Effect.

                                     - 46 -

<PAGE>

     Section  4.12.   Employee  Retirement  Income  Security  Act  of  1974. 

     No  Reportable  Event has  occurred and is  continuing  with respect to any
Pension  Plan  under  ERISA,  that  gives rise to  liabilities  that  materially
adversely affect the financial condition or operations of Borrowers.

     Section 4.13. Subsidiaries.

     As of the Closing Date,  Borrowers do not have any  Subsidiaries  which are
not members of the Borrower Consolidation.

     Section 4.14. Utility Services.

     All utility services necessary for the Casino Facilities including, without
limitation,  electrical,  water,  gas and sewage  services  and  facilities  are
presently in service and fully operational at the Casino Facilities.

     Section 4.15. Policies of Insurance.

     Each of the copies of the policies, declaration pages, original binders and
certificates of insurance evidencing the Policies of Insurance as required under
Section  5.09 with respect to the Casino  Facilities  delivered to Agent Bank by
Borrowers (i) is a true,  correct and complete copy of the  respective  original
thereof  as in  effect on the date  hereof or  thereof,  without  amendments  or
modifications  of any of said  documents  or  instruments  not  included in such
copies,  and (ii) has not  been  terminated  and is in full  force  and  effect.
Borrowers are not in default in the observance or performance of its obligations
under said documents and instruments,  and Borrowers have all things required to
be done as of the date of this Credit  Agreement to keep unimpaired their rights
thereunder.

     Section 4.16. Spaceleases.

     A schedule of all executed Spaceleases pertaining to the Casino Facilities,
or any portion thereof, in existence as of the Closing Date hereof, is set forth
on Schedule 4.16 attached hereto.

     Section 4.17. Equipment Leases and Contracts.

     A schedule of all executed Equipment Leases and Contracts pertaining to the
Casino  Facilities or any portion thereof,  in existence on the date hereof,  is
set forth on Schedule 4.17 attached hereto.

                                     - 47 -

<PAGE>

     Section 4.18.  Gaming  Permits and  Approvals.

     As of the Closing Date, all Gaming Permits required to be held by Borrowers
necessary for the operation of gaming  activities at the Casino  Facilities will
be current and in good standing.

     Section 4.19. Environmental Certificate.

     The  representations  and  certifications  contained  in the  Environmental
Certificate are true and correct in all material respects.

     Section 4.20. Compliance with Statutes, etc.

     To the best of their knowledge, Borrowers are in compliance in all material
respects  with all  applicable  statutes,  regulations  and  orders  of, and all
applicable  restrictions imposed by, all Governmental  Authorities,  domestic or
foreign,  in respect of the conduct of their business and the ownership of their
property.

     Section 4.21. Investment Company Act.

     No Borrower is an  "investment  company" nor a company  "controlled"  by an
"investment  company," within the meaning of the Investment Company Act of 1940,
as amended.

     Section 4.22. Public Utility Holding Company Act.

     No  Borrower  is a  "holding  company,"  nor a  "subsidiary  company"  of a
"holding  company,"  nor  an  "affiliate"  of  a  "holding  company"  nor  of  a
"subsidiary  company" of a "holding  company,"  within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

     Section 4.23. Labor Relations.

     There is no strike or work stoppage in existence,  or to the best knowledge
of Borrowers threatened, involving any Borrower or the Casino Facilities.

     Section  4.24.  Trademarks,  Patents,  Licenses,  Franchises,  Formulas and
Copyrights.

     Borrowers own all the patents,  trademarks,  permits,  service marks, trade
names, copyrights,  licenses, franchises and formulas, or has a valid license or
sublicense of rights with respect to the foregoing, and has obtained assignments
of all leases and other  rights of whatever  nature,  necessary  for the present
conduct of their business at the Casino  Facilities,  without any known conflict
with the rights of others which, or the failure to obtain which, as the case may
be, could  reasonably be expected to result in a Material  Adverse Effect on the
business, operations,  property, assets or condition (financial or otherwise) of
Borrowers taken as a whole.

                                     - 48 -

<PAGE>

     Section 4.25.  Contingent  Liabilities.  

     As of the Closing  Date,  Borrowers  have  incurred no material  Contingent
Liabilities  (any  Contingent   Liability  in  excess  of  One  Million  Dollars
($1,000,000.00)  being deemed  material)  other than those described on Schedule
4.25.

                                    ARTICLE V

                  GENERAL COVENANTS OF BORROWERS AND GUARANTOR

     To induce the Banks to enter into this Credit  Agreement  and establish the
Credit Facility, Borrowers and Guarantor covenant to Banks as follows:

     A. Affirmative Covenants.

     Section 5.01. FF&E.

     Borrowers shall furnish,  fixture and equip the Casino Facilities with FF&E
they reasonably deem appropriate for the operation of the Casino Facilities. All
FF&E that is purchased and installed in the Casino Facilities shall be purchased
free and clear of any  liens,  encumbrances  or  claims,  other  than  Permitted
Encumbrances. If Borrowers should sell, transfer, convey or otherwise dispose of
any FF&E and not replace such FF&E with purchased items of equivalent  value and
utility or replace said FF&E with leased FF&E of  equivalent  value and utility,
within the  permissible  leasing and  purchase  agreement  limitation  set forth
herein,  to the extent such  non-replaced  FF&E exceeds a  cumulative  aggregate
value of One Hundred Fifty Thousand Dollars ($150,000.00) during the term of the
Credit Facility, Borrowers shall be required to immediately,  permanently reduce
the  Maximum  Permitted  Balance  of the  Credit  Facility  by the amount of the
Capital  Proceeds of the FF&E so disposed of in excess of such One Hundred Fifty
Thousand Dollars ($150,000.00),  subject, however, to the right of Agent Bank to
verify to its reasonable  satisfaction the amount of said Capital  Proceeds;  in
the  event  Agent  Bank and  Borrowers  do not agree as to the value of the FF&E
disposed of and the amount of the Capital  Proceeds,  then  Borrowers,  at their
sole cost and expense, shall obtain a written appraisal of the FF&E disposed of,
in excess of One  Hundred  Fifty  Thousand  Dollars  ($150,000.00)  as  provided
hereinabove,  from an appraiser  reasonably  satisfactory to Agent Bank, setting
forth said values and amounts,  and Lenders  agree to accept the results of said
appraisal.  The Maximum  Permitted  Balance shall immediately be reduced without
duplication by the amount of such appraisal.

                                     - 49 -

<PAGE>

     Section 5.02.  Permits;  Licenses and Legal  Requirements.

     Borrowers shall comply in all material respects with and keep in full force
and effect,  as and when required,  all Gaming Permits and all material permits,
licenses and approvals  obtained  from any  Governmental  Authorities  which are
required for the operation  and use of the Casino  Facilities.  Borrowers  shall
comply in all material respects with all applicable material existing and future
laws,   rules,   regulations,   orders,   ordinances  and  requirements  of  all
Governmental  Authorities,  and with all  recorded  restrictions  affecting  the
Casino  Facilities.  All  material  contracts  and  agreements  relating  to the
operation of the Casino Facilities shall be held in the name of a Borrower.

     Section 5.03. Compliance with Payment Subordination Agreement. 

     Until Credit  Facility  Termination,  Borrowers and  Guarantor  shall fully
perform and comply with all covenants,  terms and conditions  imposed or assumed
by Borrowers and Guarantor under the Payment Subordination Agreement executed in
connection with the Subordinated Debt.

     Section 5.04. Protection Against Lien Claims.

     Borrowers  shall  give  written  notice to Agent Bank on or before ten (10)
days of any Borrower's actual knowledge thereof, of any lien claim filed against
any Borrower or any portion of the Real Property.  Borrowers  shall promptly pay
and discharge or cause to be paid and  discharged all claims and liens for labor
done and  materials and services  supplied and furnished in connection  with the
Casino  Facilities in accordance  with this Section 5.04. If any mechanic's lien
or materialman's lien shall be recorded,  filed or suffered to exist against any
portion of the Real Property or any interest  therein by reason of work,  labor,
services or materials  supplied,  furnished or claimed to have been supplied and
furnished to the Casino  Facilities  upon  Borrowers'  receipt of written notice
from Agent Bank  demanding the release and discharge of such lien,  said lien or
claim shall be paid,  released and  discharged  of record within sixty (60) days
following its receipt of such notice.

     Section  5.05.  No Change in Character of Business.  

     Until Credit  Facility  Termination  Borrowers  shall not effect a material
change in the nature and character of their business at the Casino Facilities as
presently contemplated and disclosed to Banks.

                                     - 50 -

<PAGE>

     Section 5.06.  Preservation and Maintenance of Properties and Assets. 

     Until Credit Facility  Termination,  (a) Borrowers shall operate,  maintain
and preserve all rights,  privileges,  franchises,  licenses, Gaming Permits and
other properties and assets necessary to conduct their businesses and the Casino
Facilities,  the  absence  of which  would have a Material  Adverse  Effect,  in
accordance  in all material  respects  with all  applicable  governmental  laws,
ordinances,  approvals,  rules and regulations and requirements,  including, but
not limited to, zoning, sanitary, pollution, building,  environmental and safety
laws and  ordinances,  rules and  regulations  promulgated  thereunder,  and (b)
Borrowers  shall not  consolidate  with,  remove,  demolish,  materially  alter,
discontinue the use of, sell, transfer, assign, hypothecate or otherwise dispose
of to any Person (other than to another  member of the Borrower  Consolidation),
any part of their  properties and assets  necessary for the continuance of their
business,  as presently conducted and as presently  contemplated,  other than in
the normal course of business or as otherwise  permitted pursuant to this Credit
Agreement.  Furthermore,  in the event any Borrower,  Guarantor or any Affiliate
and/or  Subsidiary  thereof,  shall acquire any other real property or rights to
the use of real property which is used in a material  manner in connection  with
the Casino  Facilities,  or any of them,  Borrowers shall  concurrently with the
acquisition  of such  real  property  or the  rights  to the  use of  such  real
property,  execute or cause the execution of such  documents as may be necessary
to add such real  property or rights to the use of real  property as  Collateral
under the Credit  Facility.  Borrowers  shall not remove,  demolish,  materially
alter, discontinue the use of, sell, transfer,  assign, hypothecate or otherwise
dispose of to any Person,  any part of their properties and assets necessary for
the continuance of their businesses,  as presently conducted,  other than in the
normal course of Borrowers' business and as provided in Sections 5.01 and 5.07.

     Section  5.07.  Repair of  Properties  and Assets. 

     Until Credit Facility  Termination,  Borrowers shall, at their own cost and
expense,  (a)  maintain,  preserve and keep in a manner  consistent  with gaming
casino operating practices generally  applicable to casino operations  operating
in the Cripple Creek, Colorado area, their assets and properties, including, but
not limited to, the Collateral and all FF&E owned or leased by Borrowers in good
and  substantial  repair,  working order and  condition,  ordinary wear and tear
excepted,  (b) from  time to  time,  make or  cause  to be  made,  all  repairs,
replacements,  renewals,  improvements and betterments to the Casino  Facilities


                                     - 51 -

<PAGE>

that  Borrowers deem  reasonably  necessary,   and (c) from time to time,   make
such  substitutions,  additions,  modifications  and improvements that Borrowers
deem reasonably necessary. All alterations, replacements, renewals, or additions
made  pursuant to this Section  5.07 shall become and  constitute a part of said
assets and property and subject,  inter alia, to the  provisions of Section 5.01
and subject to the lien of the Security Documentation.

     Section 5.08.  Financial  Statements;  Reports;  Certificates and Books and
Records.  

     Until Credit Facility Termination, the Borrower Consolidation and Guarantor
shall,  unless  the Agent  Bank  (with the  written  approval  of the  Requisite
Lenders) otherwise  consents,  at Borrowers'  Consolidation and Guarantor's sole
expense,  deliver to the Agent Bank and each of the Lenders a full and  complete
copy of each of the following:

          a.   As soon as practicable,  and in any event within  forty-five (45)
               days after the end of each Fiscal  Quarter  following the Closing
               Date, the balance sheet of the Borrower  Consolidation  as at the
               end of such Fiscal Quarter and an income statement,  statement of
               operations  and a statement of cash flows for the Fiscal  Quarter
               under  review  and  reflecting  year-to-date  performance  of the
               Borrower   Consolidation  and,  a  comparison  of  the  financial
               performance  of the  Borrower  Consolidation  to the prior Fiscal
               Year's operations.  Such financial  statements shall be certified
               by an Authorized Officer of the Borrower  Consolidation as fairly
               presenting  the financial  condition,  results of operations  and
               cash flows of the Borrower Consolidation in accordance with GAAP,
               except as noted  therein,  as at such date and for such  periods,
               subject only to normal year-end accruals and audit adjustments;

          b.   As soon as  practicable,  and in any  event  within  one  hundred
               twenty (120) days after the end of each Fiscal Year,  the balance
               sheet of the Borrower  Consolidation as at the end of such Fiscal
               year  and  an  income  statement,  statement  of  operations  and
               statement of cash flows for such Fiscal Year,  all in  reasonable
               detail. Such financial statements shall be prepared in accordance
               with GAAP,  except as noted  therein,  and such balance sheet and
               statements shall be accompanied by a report of independent public
               accountants  of  recognized  standing  selected  by the  Borrower
               Consolidation  and  reasonably   satisfactory  to  the  Requisite
               Lenders (it being  understood  that any "Big 6"  accounting  firm
               shall  be  automatically  deemed  satisfactory  to the  Requisite
               

                                     - 52 -

<PAGE>



               Lenders),  which  report  shall be  prepared in  accordance  with
               generally  accepted auditing standards as at such date, and shall
               not be  subject to any  qualifications  or  exceptions  as to the
               scope of the audit nor to any other  qualification  or  exception
               determined by the Requisite  Lenders in their good faith business
               judgment   to  be  adverse  to  the   interests   of  the  Banks.
               Concurrently with the submission of such annual audited financial
               statements,  such independent  certified public accountants shall
               additionally  furnish  to Agent  Bank a  Compliance  Certificate,
               certifying that such independent  certified public accountant has
               no actual knowledge of any Default or Event of Default.

          c.   As soon as practicable,  and in any event within  forty-five (45)
               days after the commencement of each Fiscal Year, a budget for the
               Borrowers, including for such Fiscal Year, projected statement of
               operations   and  projected   statement  of  cash  flow,  all  in
               reasonable detail;

          d.   As soon as reasonably  practical  after each Fiscal Year End, but
               in no event later than forty-five (45) days following each Fiscal
               Year End, the Borrower  Consolidation shall submit to Agent Bank,
               with sufficient  copies for  distribution to each of the Lenders,
               an internally  prepared  annual capital  expenditure  budget with
               respect  to the Casino  Facilities  for the next  ensuing  Fiscal
               Year,  which  shall be  reconciled  as of the end of each  Fiscal
               Quarter with actual Capital Expenditures made to the date of such
               Fiscal Quarter end. Each such quarterly  reconciliation  shall be
               made as soon as practicable,  and in any event within  forty-five
               (45) days after the end of each Fiscal Quarter.

          e.   On or before  forty-five  (45) days after the end of each  Fiscal
               Quarter  following the Closing Date, and continuing  until Credit
               Facility  Termination,  the Borrower  Consolidation shall, at the
               Borrower  Consolidation's sole expense, deliver to the Agent Bank
               for distribution by it to the Banks, a Compliance  Certificate in
               each  instance  duly and  accurately  prepared  and  signed by an
               Authorized Officer;

          f.   Until Bank Facility Termination, the Borrower Consolidation shall
               keep and  maintain  complete  and  accurate  books  and  records.
               Borrowers  shall permit Banks and any authorized  representatives
               of Banks to have reasonable access to and to inspect, examine and
               make copies of the books and records, any and all accounts,  data
               and other documents of Borrowers at all reasonable times upon the
               giving of reasonable notice of such intent.  In addition:  (i) in
              
                                     - 53 -

<PAGE>



               the event of the  occurrence  of any Default or Event of Default,
               or  (ii)  in  the  event  any  Material  Adverse  Change  occurs,
               Borrowers shall promptly,  and in any event within three (3) days
               after actual knowledge  thereof,  notify Agent Bank in writing of
               such occurrence; and

          g.   Promptly  after the same are  available,  copies  of each  annual
               report,  quarterly report,  proxy or financial statement or other
               report or  communication  sent to the  stockholders of Guarantor,
               and copies of all annual,  regular,  periodic and special reports
               and  registration  statements  which  Guarantor  may  file  or be
               required  to file with the  Securities  and  Exchange  Commission
               under Section 13 or 15(d) of the Securities Exchange Act of 1934,
               as amended,  and not  otherwise  required to be  delivered to the
               Banks pursuant to other provisions of this Section 5.08;

          h.   Until Credit Facility Termination,  Borrowers and Guarantor shall
               furnish to Agent Bank, with sufficient copies for distribution to
               each of the Banks any financial  information or other information
               bearing  on the  financial  status  of  the  Borrowers  which  is
               reasonably requested by Agent Bank or Requisite Lenders.

     Section 5.09.  Insurance. 

     Borrowers  shall  obtain,  or cause to be obtained,  and shall  maintain or
cause to be  maintained  with  respect  to the Casino  Facilities,  at all times
throughout the period commencing on the Closing Date and continuing until Credit
Facility Termination at their own cost and expense, and shall deposit with Agent
Bank on or before the Closing Date:

          a.   Property Insurance.  The Borrower Consolidation shall maintain an
               "All  Risk"  (special  causes of loss or  equivalent),  including
               flood and  earthquake  perils with a sublimit of no less than One
               Million  Dollars  ($1,000,000.00),   covering  the  building  and
               improvements,  and any other permanent structures for one hundred
               percent (100%) of the replacement cost. Upon the request of Agent
               Bank, replacement cost for insurance purposes will be established
               by an independent  appraiser  mutually  selected by Borrowers and
               Agent  Bank.  The policy  will  include  Agreed  Amount  (waiving
               co-insurance)   and  replacement   cost  valuation  and  building
               ordinance  endorsements.  The  policy  will  include  a  standard
               mortgagee  clause (ISO form or  equivalent)  and provide that all
               losses in excess of One Hundred Thousand Dollars ($100,000.00) be
               adjusted  with the Agent Bank.  The  Borrowers  waive any and all
               rights of subrogation against Banks.

                                     - 54 -

<PAGE>

          b.   Personal Property  (including  machinery,  equipment,  furniture,
               fixtures,  stock). The Borrower Consolidation shall maintain "All
               Risk" property coverage for all personal  property owned,  leased
               or for which any  Borrower is legally  liable.  Such policy shall
               include  a Lenders  Loss  Payable  endorsement  in favor of Agent
               Bank.

               The  policy   providing  real  property  and  personal   property
               coverages,  as  specified  in 5.09(a)  and (b)  hereinabove,  may
               include  a  deductible  of no  more  than  Ten  Thousand  Dollars
               ($10,000.00)  for any  single  occurrence.  Flood and  earthquake
               deductibles  can be no more than  Twenty- Five  Thousand  Dollars
               ($25,000.00), if a separate deductible applies.

          c.   Business  Interruption/Extra  Expense. The Borrower Consolidation
               shall  maintain  combined  Business   Interruption/Extra  Expense
               coverage  with a limit  representing  no less  than  one  hundred
               percent (100%) of the projected annual net profit plus continuing
               expenses (including debt service) for the Casino Facilities. Such
               coverage  shall also include  extensions  for off premises  power
               losses and an extended  period of  indemnity  of ninety (90) days
               endorsement.  These coverages may have a deductible of no greater
               than  twenty-four  (24) hours,  or Twenty-Five  Thousand  Dollars
               ($25,000.00), if a separate deductible applies.

          d.   Boiler and Machinery. The Borrower Consolidation shall maintain a
               Boiler and Machinery policy for the Casino Facilities  written on
               a Comprehensive Form with a combined direct and indirect limit of
               no  less  than  Two  Million   Five  Hundred   Thousand   Dollars
               ($2,500,000.00).  The policy shall include  extensions for Agreed
               Amount (waiving co-insurance) and Replacement Cost Valuation. The
               policy may contain  deductibles  of no greater  than Ten Thousand
               Dollars ($10,000.00) direct and twenty-four (24) hours indirect.

          e.   Crime  Insurance.  The  Borrower  Consolidation  shall  obtain  a
               comprehensive crime policy, including the following coverages:

               (i)  employee   dishonesty  -  Five  Hundred   Thousand   Dollars
                    ($500,000.00);

               (ii) money and securities (inside) - One Hundred Thousand Dollars
                    ($100,000.00);

                                     - 55 -

<PAGE>

               (iii)money  and  securities  (outside)  -  One  Hundred  Thousand
                    Dollars ($100,000.00);

               (iv) depositor's   forgery  -  One   Hundred   Thousand   Dollars
                    ($100,000.00);

               (v)  computer fraud - One Hundred Thousand Dollars ($100,000.00).

                    The  policy  must be  amended  so that  money is  defined to
                    include  "tokens and chips" (as defined by the Gaming Laws).
                    The policy may contain  deductibles of no greater than Fifty
                    Thousand Dollars  ($50,000.00)  for employee  dishonesty and
                    Ten Thousand  Dollars  ($10,000.00) for all other agreements
                    listed above.

               f.   Commercial General Liability (1996 form or equivalent).  The
                    Borrower  Consolidation  shall maintain a Commercial General
                    Liability  policy with a One Million Dollar  ($1,000,000.00)
                    combined single limit for bodily injury and property damage,
                    including Products Liability, Contractual Liability, and all
                    standard policy form  extensions.  The policy must provide a
                    Two Million Dollar  ($2,000,000.00)  general  aggregate (per
                    location,  if  multi-location  risk)  and be  written  on an
                    "occurrence  form".  The policy will include  extensions for
                    Liquor legal, Employee Benefits legal,  Innkeepers legal and
                    Safe Deposit legal. If the general liability policy contains
                    a self-insured  retention,  it shall be no greater than Five
                    Thousand  Dollars   ($5,000.00)  per  occurrence,   with  an
                    aggregate  retention  of no more than One  Hundred  Thousand
                    Dollars ($100,000.00), including expenses.

                    The policy  shall be  endorsed  to include  Agent Bank as an
                    additional  insured  on behalf of the Banks.  Definition  of
                    additional  insured shall  include all officers,  directors,
                    employees,  agents  and  representatives  of the  additional
                    insured.  The coverage for additional insured shall apply on
                    a primary basis  irrespective of any other insurance whether
                    collectible or not.

               g.   Automobile.   Borrowers   shall  maintain  a   comprehensive
                    Automobile Liability Insurance Policy written under coverage
                    "symbol 1",  providing a One Million Dollar  ($1,000,000.00)
                    combined  single limit for bodily injury and property damage
                    covering  all owned,  non-owned  and hired  vehicles  of the
                    Borrower  Consolidation.  If  the  policy  contains  a  self
                    insured  retention it shall be no greater than Five Thousand
                    Dollars  ($5,000.00)  per  occurrence,   with  an  aggregate
                    retention  of no more  than  One  Hundred  Thousand  Dollars
                    ($100,000.00), including expenses.

                                     - 56 -

<PAGE>

               h.   Workers Compensation and Employers Liability Insurance.  The
                    Borrower  Consolidation  shall  maintain a standard  workers
                    compensation  policy in compliance  with all applicable laws
                    of the  State of  Colorado,  including  employers  liability
                    coverage  subject  to a limit of no less  than  One  Million
                    Dollars  ($1,000,000.00) each employee,  One Million Dollars
                    ($1,000,000.00)   each   accident,   One   Million   Dollars
                    ($1,000,000.00)  policy  limit.  The  policy  shall  include
                    endorsements  for Voluntary  Compensation  Coverage and Stop
                    Gap Liability.  If the Borrower Consolidation has elected to
                    self-insure  Workers  Compensation  coverage in the State of
                    Colorado,  the Agent Bank must be  furnished  with a copy of
                    the certificate from the state permitting self-insurance and
                    evidence of a Stop Loss Excess Workers  Compensation  policy
                    with a specific  retention  of no greater  than One  Hundred
                    Fifty Thousand Dollars ($150,000.00).

               i.   If  the  Borrower   Consolidation's  general  liability  and
                    automobile policies include a self-insured  retention, it is
                    agreed and fully understood that the Borrower  Consolidation
                    is solely  responsible for payment of all amounts due within
                    said  self-insured   retentions.   Any  Indemnification/Hold
                    Harmless  provision  is  extended  to cover all  liabilities
                    associated with said self-insured retentions.

               j.   Umbrella  Liability.  An Umbrella  Liability policy shall be
                    purchased  with a limit of not  less  than  Fifteen  Million
                    Dollars ($15,000,000.00)  providing excess coverage over all
                    limits and coverages  indicated in  paragraphs  (f), (g) and
                    (h) above.  The limits can be obtained by a  combination  of
                    Primary  and Excess  Umbrella  policies,  provided  that all
                    layers follow form with the underlying policies indicated in
                    (f),  (g) and (h) and are written on an  "occurrence"  form.
                    This  policy  shall be endorsed to include the Agent Bank as
                    an  additional  insured on behalf of the Banks,  in the same
                    manner set forth in Section 5.09(f) hereinabove.

               k.   All policies indicated above shall be written with insurance
                    companies  licensed and admitted to do business in the State
                    of Colorado  and shall be rated no lower than "A XII" in the
                    most  recent  addition  of A.M.  Best  and  "AA" in the most
                    recent  edition of Standard & Poor's,  or such other carrier
                    reasonably  acceptable to Agent Bank. All policies discussed
                    above  shall  be  endorsed to provide that in the event of a
 
                                     - 57 -

<PAGE>

                    cancellation,  non-renewal or material  modification,  Agent
                    Bank shall  receive  thirty (30) days prior  written  notice
                    thereof. The Borrower Consolidation shall furnish Agent Bank
                    with  Certificates  of Insurance  executed by an  authorized
                    agent  of the  applicable  insurance  company  or  companies
                    evidencing  compliance  with all  insurance  provisions  set
                    forth in Section  5.09 (a) through  (j) on an annual  basis.
                    Certificates of Insurance executed by an authorized agent of
                    each carrier providing insurance evidencing  continuation of
                    all coverages set forth in Section 5.09 (a) through (j) will
                    be provided on or before the Closing Date and annually on or
                    before ten (10) days prior to the expiration of each policy.
                    All  certificates and other notices related to the insurance
                    program shall be delivered to Agent Bank  concurrently  with
                    the delivery of such certificates or notices to such carrier
                    or to Borrowers.

               l.   Any other  insurance  reasonably  requested by Agent Bank in
                    such  amounts and covering  such risks as may be  reasonably
                    required and customary in the  hotel/casino  industry in the
                    general location of the Casino Facilities.

     Section 5.10. Taxes.

    Throughout  the term of the Credit  Facility,  Borrowers  shall  prepare and
timely  file or cause to be prepared  and timely  filed all  federal,  state and
local  tax  returns  required  to be filed by it,  and  Borrowers  shall pay and
discharge  prior to  delinquency  all  material  taxes,  assessments  and  other
governmental  charges or levies imposed upon them, or in respect of any of their
respective  properties  and assets  except  such  taxes,  assessments  and other
governmental  charges or levies, if any, as are being contested in good faith by
Borrowers  in the manner  which is set forth for such  contests by Section  4.07
herein.

     Section 5.11. Permitted Encumbrances Only.

     Until  Credit  Facility  Termination,  Borrowers  shall not create,  incur,
assume or suffer to exist any mortgage,  deed of trust,  pledge,  lien, security
interest, encumbrance, attachment, levy, distraint, or other judicial process or
burdens of any kind and  nature  except the  Permitted  Encumbrances  on or with
respect to the  Collateral,  except (a) with  respect  to matters  described  in
Section  5.04 and 5.10,  such  items as are being  discharged,  released  and/or
contested,  as the case may be, in the manner described therein,  written notice
of all tax lien  contests  and all other  items  involving  amounts in excess of
$250,000.00  in the  aggregate  having  been given to Agent  Bank,  and (b) with
respect to any other items  involving  amounts in excess of  $250,000.00  in the
aggregate,  if  any,  as are  being  contested  in  good  faith  by  appropriate
proceedings  and for which  Borrowers have given written notice thereof to Agent
Bank and have maintained adequate reserves for the payment thereof.

                                     - 58 -

<PAGE>


     Section 5.12.  Advances.

     Until Credit Facility Termination,  if Borrowers should fail (i) to perform
or  observe,  or (ii) to cause to be  performed  or  observed,  any  covenant or
obligation  of such  Borrowers  under this Credit  Agreement or any of the other
Loan  Documents,  the  failure of which could  reasonably  be expected to have a
Material Adverse Effect,  then Agent Bank, upon the giving of reasonable notice,
may (but shall be under no  obligation  to) take such steps as are  necessary to
remedy any such  non-performance  or non-  observance  and  provide  for payment
thereof.  All amounts advanced by Agent Bank or Lenders pursuant to this Section
5.12 shall become an additional  obligation  of Borrowers to Lenders  secured by
the Security Documentation and other Loan Documents,  shall reduce the amount of
Available  Borrowings  and shall become due and payable by Borrowers on the next
interest payment date,  together with interest thereon at a rate per annum equal
to the  Default  Rate  (such  interest  to be  calculated  from the date of such
advancement to the date of payment thereof by Borrowers).

     Section 5.13. Further Assurances.

     Borrowers,Guarantor,  Agent Bank and each of the Banks will, at the expense
of the Borrowers,  do, execute,  acknowledge  and deliver,  or cause to be done,
executed,  acknowledged and delivered,  such amendments or supplements hereto or
to any of the  Loan  Documents  and  such  further  documents,  instruments  and
transfers as any such party may reasonably  require for the curing of any defect
in the execution or acknowledgement  hereof or in any of the Loan Documents,  or
in the  description  of the Real Property or other  Collateral or for the proper
evidencing of giving notice of each lien or security interest securing repayment
of the Credit Facility.  Further, upon the execution and delivery of the Deed of
Trust  and  each of the  Loan  Documents  and  thereafter,  from  time to  time,
Borrowers  shall cause the Deed of Trust and each of the Loan Documents and each
amendment and supplement thereto to be filed,  registered and recorded and to be
refiled,  re-registered and re-recorded in such manner and in such places as may
be  reasonably  required by the  Requisite  Lenders or Agent  Bank,  in order to
publish notice of and fully protect the liens of the Security  Documentation and
to protect or continue to perfect the security interests created by the Security
Documentation  in the  Collateral  and to perform or cause to be performed  from
time to time  any  other  actions  required  by law and  execute  or cause to be
executed any and all instruments of further  assurance that may be necessary for
such publication, perfection, continuation and protection.

                                     - 59 -

<PAGE>

     Section 5.14.  Indemnification. 

     Borrowers  and  Guarantor  agree to and do  hereby  jointly  and  severally
indemnify,  protect,  defend and save harmless  Agent Bank and each of the Banks
and their respective directors, trustees, officers, employees, agents, attorneys
and  shareholders  (individually  an "Indemnified  Party" and  collectively  the
"Indemnified Parties") from and against any and all losses, damages, expenses or
liabilities  of any kind or  nature  from  any  investigations,  suits,  claims,
demands or other  proceedings,  including  reasonable  counsel fees  incurred in
investigating  or defending  such claim,  suffered by any of them and caused by,
relating to, arising out of,  resulting  from, or in any way connected with this
Credit  Agreement,  with  any  other  Loan  Document  or with  the  transactions
contemplated  herein and thereby;  provided,  however,  Borrowers  and Guarantor
shall  not be  obligated  to  indemnify,  protect,  defend or save  harmless  an
Indemnified Party if, and to the extent, the loss, damage,  expense or liability
was caused by (a) the gross  negligence or willful or intentional  misconduct of
such Indemnified  Party, or (b) the breach of this Credit Agreement or any other
Loan  Document  by such  Indemnified  Party or the breach of any laws,  rules or
regulations by an  Indemnified  Party (other than those breaches of laws arising
from any Borrower's or Guarantor's default). In case any action shall be brought
against  any  Indemnified  Party  based  upon any of the above and in respect to
which indemnity may be sought against  Borrowers  and/or  Guarantor,  Agent Bank
shall  promptly  notify  Borrowers and  Guarantor in writing,  and Borrowers and
Guarantor shall assume the defense thereof,  including the employment of counsel
selected by Borrowers and Guarantor and reasonably  satisfactory  to Agent Bank,
the payment of all costs and expenses and the right to negotiate  and consent to
settlement. Upon reasonable determination made by an Indemnified Party that such
counsel would have a conflict  representing such Indemnified Party and Borrowers
and Guarantor,  the applicable Indemnified Party shall have the right to employ,
at the  expense  of  Borrowers,  separate  counsel  in any  such  action  and to
participate in the defense thereof.  Borrowers and Guarantor shall not be liable
for any  settlement  of any such action  effected  without its  consent,  but if
settled with Borrowers' or Guarantor's  consent, or if there be a final judgment
for the claimant in any such action, Borrowers and Guarantor agree to indemnify,
defend and save harmless such  Indemnified Parties from and  against any loss or

                                     - 60 -

<PAGE>

liability by reason of such settlement or judgment. In the event that any Person
is adjudged by a court of competent  jurisdiction  not to have been  entitled to
indemnification under this Section 5.14, it shall repay all amounts with respect
to which it has been so adjudged.  If and to the extent that the indemnification
provisions  contained in this Section 5.14 are unenforceable for any reason, the
Borrowers and  Guarantor  hereby agree to make the maximum  contribution  to the
payment  and  satisfaction  of  such  obligations  that  is  permissible   under
applicable   law.  The  provisions  of  this  Section  5.14  shall  survive  the
termination of this Credit  Agreement,  the repayment of the Credit Facility and
the  assignment  or  subparticipation  of all or any portion of the  Syndication
Interest held by any Lender pursuant to Section 10.10.

     Section 5.15. Compliance With Other Loan Documents. 

     Borrowers and Guarantor shall comply in all material respects with each and
every term, condition and agreement contained in the Loan Documents.

     Section 5.16. Suits or Actions Affecting  Borrowers.

     Until Credit  Facility  Termination,  Borrowers shall promptly advise Agent
Bank in writing  within  ten (10) days of any  Borrower's  knowledge  of (a) any
Significant Litigation claims,  litigation,  proceedings or disputes (whether or
not purportedly on behalf of Borrowers)  against,  or to the actual knowledge of
Borrowers,  threatened  or affecting  any  Borrower  which could  reasonably  be
expected  to result in an award of  monetary  damages  in excess of One  Million
Dollars  ($1,000,000.00),  (b) any material  labor  controversy  resulting in or
threatening  to result in a strike  against  the Casino  Facilities,  or (c) any
proposal by any Governmental  Authority to acquire any of the material assets or
business of Borrowers.

     Section 5.17.  Maintenance  of  Designated  Deposit  Account.

     Until Credit Facility Termination,  Borrowers shall maintain the Designated
Deposit Account to facilitate the operational process of the Credit Facility.

     Section 5.18. Notice to Gaming Authorities Board.

     Borrowers  shall make all required  reports and  disclosures  to the Gaming
Authorities on a timely basis.

     

                                     - 61 -

<PAGE>

Section 5.19.  Tradenames,  Trademarks and Servicemarks.  

     No Borrower  shall assign or in any other  manner  alienate its interest in
any material  tradenames,  trademarks or servicemarks  relating or pertaining to
the Casino Facilities during the term of the Credit Facility, except pursuant to
the Security  Documentation.  No Borrower  shall  change its name without  first
giving  sixty  (60) days  prior  written  notice to Agent  Bank,  together  with
evidence  reasonably  satisfactory  to the Agent Bank that all notices and other
documents  required to be  delivered,  recorded or filed in order to perfect and
protect  the  security  interest  granted by such  Borrower to the Banks in such
trademarks,  tradenames and  servicemarks  and the other Collateral have been so
delivered, recorded and/or filed.

     Section 5.20. Notice of Hazardous Materials. 

     Within ten (10) days after any Borrower obtaining actual knowledge thereof,
Borrowers shall immediately advise Agent Bank and each of the Lenders in writing
and deliver a copy of (a) any and all  enforcement,  clean-up,  removal or other
governmental  or  regulatory  actions  expected to cost in excess of Two Hundred
Fifty  Thousand  Dollars  ($250,000.00)  instituted,   completed  or  threatened
pursuant  to  any  applicable  federal,  state  or  local  laws,  ordinances  or
regulations relating to any Hazardous Materials (as defined in the Environmental
Certificate)  affecting the Collateral  ("Hazardous  Materials  Laws");  (b) all
claims made or  threatened by any third party against any Borrower or the Casino
Facilities  in  excess  of Two  Hundred  Fifty  Thousand  Dollars  ($250,000.00)
relating to damage,  contribution,  cost recovery  compensation,  loss or injury
resulting from any Hazardous Materials (the matters set forth in clauses (a) and
(b) above are hereinafter referred to as "Hazardous Materials Claims");  and (c)
the discovery of any  occurrence or condition on any real property  adjoining or
in the vicinity of the Casino  Facilities  that could cause the Real Property or
any  part  thereof  to be  classified  as a  "border-zone  property"  under  the
provisions of, or to be otherwise  subject to any restrictions on the ownership,
occupancy,  transferability or use of the Casino Facilities under, any Hazardous
Materials Laws.

     Section 5.21. Compliance with Statutes, etc.

     Borrowers will comply with all applicable statutes,  regulations and orders
of, and all applicable  restrictions  imposed by, all Governmental  Authorities,
domestic  or  foreign,  in respect  of the  conduct  of their  business  and the
ownership of the property (including  applicable statutes,  regulations,  orders
and  restrictions   relating  to  environmental   standards  and  controls)  the
non-compliance with which would have a Material Adverse Effect.

                                     - 62 -

<PAGE>




     Section 5.22. Compliance with Access Laws.

     a.   Borrowers agree that Borrowers and the Casino  Facilities shall at all
          times comply in all material respects with the applicable requirements
          of the  Americans  with  Disabilities  Act of 1990;  the Fair  Housing
          Amendments  Act of 1988;  and other  federal,  state or local  laws or
          ordinances   related  to  disabled  access;  or  any  statute,   rule,
          regulation,  ordinance, order of Governmental Authorities, or order or
          decree of any court  adopted or enacted with respect  thereto,  as now
          existing or hereafter  amended or adopted  (collectively,  the "Access
          Laws").  At  any  time,  Agent  Bank  may  require  a  certificate  of
          compliance  with the Access Laws and  indemnification  agreement  in a
          form reasonably  acceptable to Agent Bank. Agent Bank may also require
          a certificate  of  compliance  with the Access Laws from an architect,
          engineer, or other third party acceptable to Agent Bank.

     b.   Notwithstanding  any  provisions  set  forth  herein  or in any  other
          document,  Borrowers  shall not alter or  permit  any  tenant or other
          person  to alter the  Casino  Facilities  in any  manner  which  would
          increase  any  Borrower's  responsibilities  for  compliance  with the
          Access Laws  without  the prior  written  approval  of Agent Bank.  In
          connection with such approval, Agent Bank may require a certificate of
          compliance  with the Access Laws from an architect,  engineer or other
          person acceptable to Agent Bank.

     c.   Borrowers  agree to give  prompt  written  notice to Agent Bank of the
          receipt  by any  Borrower  of any  claims of  violation  of any of the
          Access  Laws  and  of  the   commencement   of  any   proceedings   or
          investigations which relate to compliance with any of the Access Laws.

     d.   Borrowers  and  Guarantor  shall and do hereby  jointly and  severally
          indemnify,  defend  and hold  harmless  Indemnified  Parties  from and
          against any and all claims, demands, damages, costs, expenses, losses,
          liabilities, penalties, fines and other proceedings including, without
          limitation,  reasonable  attorneys' fees and expenses arising directly
          or indirectly  from or out of or in any way connected with any failure
          of the Casino  Facilities  to comply with any of the Access Laws.  The
          obligations  and  liabilities  of Borrowers and  Guarantor  under this
          section  shall  survive  Facility   Termination,   any   satisfaction,
          assignment,   judicial  or  nonjudicial  foreclosure  proceeding,   or
          delivery of a deed in lieu of foreclosure.

                                     - 63 -

<PAGE>

     Section  5.23.   Compliance  with  Golden   Horseshoe  Lease  and  Estoppel
Certificate. 

     Until Credit Facility Termination, Borrowers shall fully perform and comply
with or cause to be performed and complied with all of the  respective  material
covenants, material terms and material conditions imposed or assumed by them, or
any of them, as lessee under the Golden Horseshoe  Lease.  None of the Borrowers
shall amend,  modify or terminate,  or enter into any agreement to amend, modify
or terminate the Golden  Horseshoe  Lease  without the prior written  consent of
Agent Bank.  Following the Closing Date,  Borrowers shall and do hereby agree to
use their best efforts to cause all necessary  parties to execute and deliver to
Agent Bank the Golden Horseshoe Lease Estoppel Certificate in a form and content
reasonably acceptable to Agent Bank and its attorneys, as promptly as reasonably
possible,  but in any event on or before ninety (90) days  following the Closing
Date.

     Section  5.24.  Updated  Appraisal. 

     In the event of the  occurrence  of a Default  or Event of Default or if at
any time an  appraisal  of the Casino  Facilities  prepared in  compliance  with
FIRREA  is  determined  to be  necessary  by Agent  Bank or  Requisite  Lenders,
Borrowers agree to pay all reasonable fees, costs and expenses incurred by Agent
Bank in  connection  with the  engagement  and  preparation  of such  appraisal.
Borrowers shall not be obligated to pay for more than one of such appraisals.

     Section  5.25.  Payment  Restriction  on BGP Note. 

     Until Credit Facility Termination,  Borrowers shall not: (a) pay all or any
portion of the  outstanding  principal  owing  under the BGP Note,  (ii) pay any
interest,  other charges or fees under the BGP Note prior to the date upon which
such  interest,  charges  or fees  become  due and  payable,  or (iii)  upon the
occurrence of a Default or Event of Default and so long as such Default or Event
of Default  remains  continuing,  pay any interest,  other charges or fees owing
under the BGP Note.

                                   ARTICLE VI

                               FINANCIAL COVENANTS

     Until Credit Facility  Termination,  Borrowers and Guarantor  agree, as set
forth  below,  to  comply  or  cause  compliance  with the  following  Financial
Covenants.

                                     - 64 -

<PAGE>



     Section 6.01.  Minimum  Annual EBITDA. 

     Commencing  with the Fiscal Quarter  beginning April 1, 1997 and continuing
as of each Fiscal Quarter end until Credit  Facility  Termination,  the Borrower
Consolidation  shall maintain a minimum EBITDA of at least Five Million  Dollars
($5,000,000.00)  to be calculated for each such Fiscal Quarter together with the
most recently  ended three (3) preceding  Fiscal  Quarters on a rolling four (4)
Fiscal Quarter basis.

     Section 6.02.  Capital  Expenditures.  

     During the period  beginning  April 1, 1997,  through  December  31,  1997,
Borrowers  shall make, or cause to be made,  Capital  Expenditures to the Casino
Facilities in a minimum amount of One Hundred Eighty-Seven Thousand Five Hundred
Dollars  ($187,500.00).  Commencing with the Fiscal Year beginning on January 1,
1998,  Borrowers shall make, or cause to be made, annual Capital Expenditures to
the Casino  Facilities in a minimum amount of Two Hundred Fifty Thousand Dollars
($250,000.00)   during  each  Fiscal  Year.  In  no  event  shall  the  Borrower
Consolidation expend in excess of Five Hundred Thousand Dollars ($500,000.00) on
Non-Financed Capital Expenditures during any Fiscal Year.

     Section 6.03. TFCC Ratio. 

     Commencing  with the Fiscal  Quarter  beginning  July 1, 1997, the Borrower
Consolidation  shall  maintain a minimum TFCC Ratio of no less than 1.20 to 1.00
as of each  Fiscal  Quarter  end to be  calculated  on a  cumulative  basis with
respect to each Fiscal  Quarter and the most recently  ended three (3) preceding
Fiscal Quarters on a rolling four (4) Fiscal Quarter basis.

     Section 6.04.  Restriction on Transfer of Ownership.

     Until  Credit  Facility  Termination,  all of the  issued  and  outstanding
capital  stock of WMCKVC shall be owned by  Guarantor  and all of the issued and
outstanding capital stock of CCCC and WMCKAC shall be owned by WMCKVC.

     Section 6.05. Total Indebtedness.

     The Borrower Consolidation shall not owe or incur any Indebtedness,  except
as specifically permitted hereinbelow:

     a.   Funded Outstandings under the Credit Facility;

     b.   Secured Interest Rate Hedges up to the aggregate amount of Six Million
          Dollars ($6,000,000.00);

                                     - 65 -

<PAGE>

     c    Secured  purchase  money  Indebtedness  and Capital Lease  Liabilities
          relating to FF&E to be used in connection  with the Casino  Facilities
          up to the maximum  aggregate  principal  amount of Two  Hundred  Fifty
          Thousand Dollars ($250,000.00) at any time outstanding;

     d.   Indebtedness  to Guarantor or any Subsidiary or Affiliate of Guarantor
          which is not a member of the Borrower  Consolidation  shall not exceed
          One Hundred  Thousand  Dollars  ($100,000.00)  in the aggregate at any
          time;

     e.   The Indebtedness evidenced by the BGP Note; and

     f.   The  Subordinated  Debt as of the  Closing  Date  and  any  additional
          unsecured  subordinated debt, the rate of interest and repayment terms
          of which are first  approved  in writing by Agent Bank and for which a
          payment subordination  agreement, in the form of Exhibit I hereto, has
          been first executed in favor of Agent Bank on behalf of Lenders.

     Section  6.06.  Contingent  Liabilities.

     Borrowers  shall not incur any Contingent  Liabilities,  other than Secured
Interest Rate Hedges up to the limits provided in Section 6.05(b).

     Section  6.07.  Other  Liens. 

     Borrowers  shall  not  grant,  consent  to or  otherwise  agree  to  liens,
encumbrances or negative pledges with respect to any of its respective assets or
any of the  Collateral,  other than (a) liens  existing as of the  Closing  Date
acceptable to the Agent Bank and disclosed in writing prior to the Closing Date,
(b) liens  permitted  under  the terms of this  Credit  Agreement  as  Permitted
Encumbrances, and (c) liens created or evidenced by the Security Documentation.

     Section 6.08. Consolidation,  Merger, Sale of Assets, etc. 

     No Borrower  will wind up,  liquidate or dissolve its affairs or enter into
any transaction of merger or consolidation,  or convey, sell, lease or otherwise
dispose of (or agree to do any of the  forgoing  at any future  time) all or any
material part of its property or assets,  except that (i) the Borrowers may make
sales of  inventory in the  ordinary  course of business and (ii) the  Borrowers
may, in the ordinary course of business, sell or otherwise dispose of FF&E which
is uneconomic or obsolete subject to the provisions set forth in Section 5.01.

                                     - 66 -

<PAGE>

     Section  6.09.  Investment  Restrictions. 

     Other than  Investments  held by  Borrowers  as of the date of this  Credit
Agreement or as otherwise permitted herein or approved in writing by Agent Bank,
the Borrower  Consolidation  shall not make any  Investments  (whether by way of
loan,  stock  purchase,  capital  contribution,  or  otherwise)  other  than the
following:

     a.   Direct obligations of the United States Government;

     b.   Prime commercial paper (AA rated or better);

     c.   Certificates of Deposit or Repurchase Agreement issued by a commercial
          bank having capital  surplus in excess of One Hundred  Million Dollars
          ($100,000,000.00);

     d.   Money  market or other  funds of  nationally  recognized  institutions
          investing solely in obligations described in (a), (b) and (c) above;

     e.   Loans and advances to Guarantor or to any  Subsidiary  or Affiliate of
          Guarantor  which is not a member of the Borrower  Consolidation  shall
          not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate
          at any one time; and

     f.   Investments and Capital Expenditures in the Casino Facilities.

     Section  6.10.  Ratio of  Guarantor  Funded Debt to Borrower  Consolidation
EBITDA.

     The  ratio  of  Guarantor's   consolidated  Funded  Debt  to  the  Borrower
Consolidation's  EBITDA as of the end of each Fiscal  Quarter shall be less than
or equal to 4.00 to 1.00.

Section 6.11. ERISA. Borrowers shall not:

     a.   At any time,  permit any Pension Plan which is maintained by Borrowers
          or to which  Borrowers  are obligated to contribute on behalf of their
          employees,  in  such  case if to do so  would  constitute  a  Material
          Adverse Effect, to:

          (i)  engage in any non-exempt "prohibited  transaction",  as such term
               is defined in Section 4975 of the Code;

                                     - 67 -

<PAGE>



          (ii) incur any material "accumulated funding deficiency", as that term
               is defined in Section 302 of ERISA; or

          (iii)suffer a  termination  event to occur  which  may  reasonably  be
               expected to result in  liability of Borrowers to the Pension Plan
               or to the Pension Benefit Guaranty  Corporation or the imposition
               of a lien on the Collateral pursuant to Section 4068 of ERISA.

     b.   Fail,  upon Borrowers  becoming aware thereof,  promptly to notify the
          Agent Bank of the occurrence of any "reportable  event" (as defined in
          Section 4043 of ERISA) or of any non-exempt  "prohibited  transaction"
          (as defined in Section  4975 of the Code) with  respect to any Pension
          Plan  which is  maintained  by  Borrowers  or to which  Borrowers  are
          obligated  to  contribute  on behalf of their  employees  or any trust
          created thereunder.

     c.   At any time,  permit any Pension Plan which is maintained by Borrowers
          or to which  Borrowers  are  obligated to  contribute on behalf of its
          employees to fail to comply with ERISA or other applicable laws in any
          respect that would result in a Material Adverse Effect.

     Section  6.12.  Margin  Regulations. 

     No part of the proceeds of the Credit Facility will be used by Borrowers to
purchase or carry any Margin Stock or to extend credit to others for the purpose
of purchasing  or carrying any Margin  Stock.  Neither the making of such loans,
nor the use of the proceeds of such loans will violate or be  inconsistent  with
the  provisions  of  Regulations  G, T, U or X of the Board of  Governors of the
Federal Reserve System.

     Section 6.13. No  Subsidiaries.

     Other than WMCKVC's  ownership of CCCC and WMCKAC,  Borrowers shall not own
or create any Subsidiaries without the prior written consent of Agent Bank.

     Section 6.14. Transactions with Affiliates. 

     Transactions  by Borrowers with  Affiliates of Borrowers or Guarantor other
than arms  length  transactions  for fair  market  value shall be and are hereby
prohibited.

     Section 6.15. Change in Accounting Principles. 

     Except  as  otherwise   provided  herein,  if  any  changes  in  accounting
principles  from  those used in the  preparation  of the most  recent  financial


                                     - 68 -

<PAGE>

statements  delivered to Agent Bank pursuant to the terms hereof are hereinafter
required or permitted by the rules, regulations,  pronouncements and opinions of
the Financial  Accounting Standards Board or the American Institute of Certified
Public  Accountants (or successors  thereto or agencies with similar  functions)
and are  adopted  by the  Borrowers  with the  agreement  of  their  independent
certified  public  accountants and such changes result in a change in the method
of  calculation  of any of the  financial  covenants,  standards  or terms found
herein,  the parties hereto agree to enter into  negotiations  in order to amend
such provisions so as to equitably  reflect such changes with the desired result
that the criteria for evaluating the financial  condition of Borrowers  shall be
the same after  such  changes as if such  changes  had not been made;  provided,
however,  that no change in GAAP that would affect the method of  calculation of
any of the financial covenants, standards or terms shall be given effect in such
calculations  until such  provisions are amended,  in a manner  satisfactory  to
Agent  Bank,  Requisite  Lenders  and  Borrowers,  to so reflect  such change in
accounting principles.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

     Section  7.01.  Events of  Default.  

     Any of the following  events and the passage of any  applicable  notice and
cure periods shall constitute an Event of Default hereunder:

     a.   Any representation or warranty made by Borrowers or Guarantor pursuant
          to  or in  connection  with  this  Credit  Agreement,  the  Note,  the
          Environmental  Certificate,  or  any  other  Loan  Document  or in any
          report, certificate, financial statement or other writing furnished by
          Borrowers  or  Guarantor  in  connection  herewith,  shall prove to be
          false,  incorrect or misleading in any materially adverse aspect as of
          the date when made (unless  cured within  thirty (30) days of the date
          when made if such  representation  or  warranty  is  capable  of being
          cured);

     b.   Borrowers  shall have  defaulted in the payment of any interest on the
          Note for a period  of five (5) days  from the date  Agent  Bank  gives
          written notice that such payment is due or shall have defaulted in the
          payment of any  principal  on the Note for two (2) days after  written
          notice thereof is delivered to Borrowers by Agent Bank;

                                     - 69 -

<PAGE>



     c.   Any of the Security Documentation or any provision thereof shall cease
          to be in full force and effect in any material  respect or shall cease
          to give the Agent Bank in any  material  respect  the  liens,  rights,
          powers and privileges purported to be created thereby or the Borrowers
          shall  default  in the due  performance  or  observance  of any  term,
          covenant  or  agreement  on their  part to be  performed  or  observed
          pursuant  to the  Security  Documentation  for a period of thirty (30)
          days after written  notice  thereof is delivered to Borrowers by Agent
          Bank or any Lender of such failure (or such shorter  period  following
          such notice as may be  specifically  required  in any Loan  Document),
          provided  that  with  respect  to  default  of any term,  covenant  or
          agreement  (other than a  Financial  Covenant)  which  cannot be cured
          within such thirty (30) day period in the reasonable judgment of Agent
          Bank,  Borrowers  shall have a period of ninety (90) days to cure such
          default so long as Borrowers commence such cure within the thirty (30)
          day period and diligently continues to cure such default;

     d.   Borrowers  shall have  defaulted  in the  payment of any late  charge,
          Non-usage Fees, expenses,  indemnities or any other amount owing under
          any Loan  Document for a period of five (5) days after notice  thereof
          to Borrowers from Agent Bank;

     e.   Borrowers or Guarantor  shall fail duly and  punctually  to perform or
          comply  in all  material  respects  with  any  other  term,  covenant,
          condition or promise contained in this Credit  Agreement,  the Note or
          any other Loan  Document  and such failure  shall  continue for thirty
          (30) days after written  notice  thereof is delivered to Borrowers and
          Guarantor by Agent Bank or any Lender of such failure (or such shorter
          period following such notice as may be required in any Loan Document),
          provided  that  with  respect  to  default  of any term,  covenant  or
          agreement  (other than a  Financial  Covenant)  which  cannot be cured
          within such thirty (30) day period in the reasonable judgment of Agent
          Bank,  Borrowers and Guarantor shall have a period of ninety (90) days
          to cure such default so long as Borrowers and Guarantor  commence such
          cure within the thirty (30) day period and diligently continue to cure
          such default;

     f.   Any Borrower or  Guarantor  shall  commence a voluntary  case or other
          proceeding  seeking  liquidation,  reorganization or other relief with
          respect  to  it  or  its  debts  under  the  Bankruptcy  Code  or  any
          bankruptcy, insolvency or other similar law now or hereafter in effect
          

                                     - 70 -

<PAGE>

          or  seeking  the  appointment  of  a  trustee,  receiver,  liquidator,
          custodian or other similar  official,  for all or substantially all of
          its  property,  or  shall  consent  to  any  such  relief  or  to  the
          appointment  or  taking   possession  by  any  such  official  in  any
          involuntary case or other proceeding against it;

     g.   An involuntary case or other proceeding shall be commenced against any
          Borrower or Guarantor  seeking  liquidation,  reorganization  or other
          relief with respect to itself or its debts under the  Bankruptcy  Code
          or any bankruptcy, insolvency or other similar law now or hereafter in
          effect or seeking the appointment of a trustee, receiver,  liquidator,
          custodian or other similar  official,  for all or substantially all of
          its property,  and such  involuntary  case or other  proceeding  shall
          remain undismissed and unstayed for a period of ninety (90) days;

     h.   Any Borrower or Guarantor makes an assignment of all or  substantially
          all of its  assets  for the  benefit  of its  creditors  or  admits in
          writing its inability to pay its debts generally as they become due;

     i.   Borrowers  shall fail to pay when due in accordance with its terms and
          provisions  any other  Indebtedness  of such  Borrowers  which failure
          would have a Material  Adverse Effect and continues  beyond the period
          of grace, if any, therefor;

     j.   The occurrence of any event of default,  beyond any  applicable  grace
          period, or any termination event under the terms of any agreement with
          any Lender in connection  with a Secured  Interest Rate Hedge relating
          to the Credit Facility;

     k.   The  occurrence  of any  Reportable  Event as defined under the ERISA,
          which Agent Bank determines  reasonably and in good faith  constitutes
          proper  grounds for the  termination of any employee  pension  benefit
          plan or pension plan of any  Borrower  covered by ERISA by the Pension
          Benefit Guaranty  Corporation or for the appointment by an appropriate
          United States District Court of a trustee to administer any such plan,
          which occurs and continues  for thirty (30) days after written  notice
          of such  determination  shall  have been given to  Borrowers  by Agent
          Bank;

     

                                     - 71 -

<PAGE>



          l.   Commencement  against any Borrower,  any time after the execution
               of this Credit Agreement,  of any litigation which is not stayed,
               bonded, dismissed,  terminated or disposed of to the satisfaction
               of  Requisite   Lenders   within   ninety  (90)  days  after  its
               commencement, and which (i) could materially adversely affect the
               priority of the encumbrances and security interests granted Agent
               Bank by the Deed of Trust in the Real  Property,  or (ii) results
               in the issuance of a preliminary or permanent injunction which is
               not dissolved or stayed  pending appeal within sixty (60) days of
               its  issuance  and  which  preliminary  or  permanent  injunction
               materially  adversely  affects  Borrowers'  right to use the Real
               Property as the Casino Facilities;

     m.   The failure of any Borrower to hold all necessary Gaming Permits as of
          the Closing  Date.  The loss or  suspension,  other than on account of
          force majeure,  of any Borrower's  unrestricted  Gaming Permits or the
          failure of any Borrower to maintain  gaming  activities  in the Casino
          Facilities  other  than on account  of force  majeure  for a period in
          excess of thirty (30) consecutive days;

     n.   Any order,  judgment or decree  shall be entered  against any Borrower
          decreeing its involuntary dissolution or split up and such order shall
          remain undischarged and unstayed for a period in excess of thirty (30)
          days, or any Borrower shall otherwise dissolve or cease to exist; or

     o.   The  occurrence of any default  under the Guaranty or the  revocation,
          termination  or  repudiation  of  any  of  the  Guarantor's  promises,
          obligations or covenants under the Guaranty.

     Section  7.02.  Default  Remedies. 

     Upon the occurrence of any Event of Default,  Agent Bank,  upon the consent
or direction  of  Requisite  Lenders,  shall  declare the unpaid  balance of the
Credit  Facility,  together  with the  interest  thereon,  to be  fully  due and
payable,  and,  Agent Bank shall,  upon the consent or  direction  of  Requisite
Lenders, exercise any or all of the following remedies:

     a.   Terminate  the   obligation  of  Lenders  to  make  any  advances  for
          Borrowings  and  may  declare  all  outstanding  unpaid   Indebtedness
          hereunder  and under the Note and other Loan  Documents  together with
          all accrued  interest  thereon  immediately  due and  payable  without
          presentation,  demand, protest or notice of any kind. This remedy will
          be deemed to have been  automatically  exercised on the  occurrence of
          any event set out in Sections 7.01(f),  (g) or (h) with respect to any
          Borrower or any Guarantor.

                                     - 72 -

<PAGE>




     b.   The  Banks  and/or  Agent  Bank  may  exercise  any and  all  remedies
          available to Banks or Agent Bank under the Loan Documents.

     c.   The Banks and/or Agent Bank may exercise any other remedies  available
          to Banks or Agent Bank at law or in equity,  including  requesting the
          appointment  of a receiver to perform any acts  required of  Borrowers
          under this Credit Agreement, and Borrowers hereby specifically consent
          to any such request by Banks.

     For the purpose of carrying out this section and  exercising  these rights,
powers and privileges, Borrowers hereby irrevocably constitute and appoint Agent
Bank as their true and  lawful  attorney-in-fact  to  execute,  acknowledge  and
deliver any  instruments  and do and perform any acts such as are referred to in
this  paragraph in the name and on behalf of Borrowers.  Agent Bank on behalf of
Lenders may exercise one or more of Lenders' remedies simultaneously and all its
remedies  are  nonexclusive  and  cumulative.  Lenders  shall not be required to
pursue or exhaust any Collateral or remedy before pursuing any other  Collateral
or remedy.  Lenders'  failure to exercise  any remedy for a  particular  default
shall not be deemed a waiver of (i) such  remedy,  nor their  rights to exercise
any other remedy for that default,  nor (ii) their right to exercise that remedy
for any subsequent default.

     Section 7.03.  Application of Proceeds.

     All payments and  proceeds  received and all amounts held or realized  from
the sale or other  disposition of the Casino  Facilities  and other  Collateral,
which are to be applied hereunder towards satisfaction of Borrowers' obligations
under  this  Credit  Agreement,  shall be  applied  in the  manner  set forth in
Colorado Revised Statutes or otherwise in the following order of priority:

     a.   First,  to the  payment of all  reasonable  fees,  costs and  expenses
          (including  reasonable attorney's fees and expenses) incurred by Agent
          Bank and Banks, their agents or representatives in connection with the
          realization upon any of the Collateral;

     b.   Next,  to the  payment  in full of any other  amounts  due under  this
          Credit Agreement and any other Loan Documents (other than the Note);

     c.   Next, to the balance of interest remaining unpaid on the Note;

                                     - 73 -

<PAGE>

     d.   Next, to the balance of principal remaining unpaid on the Note;

     e.   Next,  the balance,  if any, of such  payments or proceeds to whomever
          may be legally entitled thereto.

     Section  7.04.  Notices.  

     In order  to  entitle  Agent  Bank  and/or  Banks to  exercise  any  remedy
available  hereunder,  it shall not be necessary  for Agent Bank and/or Banks to
give any notice, other than such notice as may be required expressly herein.

     Section 7.05. Agreement to Pay Attorney's Fees and Expenses.

     Subject to the provisions of Section 10.14, upon the occurrence of an Event
of  Default,  as a result of which Agent Bank  and/or  Banks  shall  require and
employ  attorneys or incur other  expenses for the collection of payments due or
to become due or the  enforcement or performance or observance of any obligation
or agreement on the part of Borrowers contained herein,  Borrowers and Guarantor
shall, on demand,  pay to Agent Bank and Banks the actual and reasonable fees of
such  attorneys  (including  actual and reasonable  allocated  costs of in-house
legal counsel) and such other reasonable  expenses so incurred by Agent Bank and
Banks.

     Section 7.06. No Additional  Waiver Implied by One Waiver.

     In the event any  agreement  contained in this Credit  Agreement  should be
breached by either party and thereafter  waived by the other party,  such waiver
shall be limited to the  particular  breach so waived and shall not be deemed to
waive any other breach hereunder.

     Section  7.07.  Licensing  of Agent Bank and  Lenders.  

     In the event of the  occurrence  of an Event of Default  hereunder or under
any of the Loan  Documents and it shall become  necessary,  or in the opinion of
Requisite  Lenders  advisable,  for an  agent,  supervisor,  receiver  or  other
representative  of Agent Bank and Banks to become  licensed under the provisions
of the Gaming Laws of the State of Colorado,  or rules and  regulations  adopted
pursuant  thereto,  as a condition  to receiving  the benefit of any  Collateral
encumbered by the Security Documentation or other Loan Documents for the benefit
of Lenders or  otherwise  to  enforce  their  rights  hereunder  or  thereunder,
Borrowers  do hereby  give their  consent  to the  granting  of such  license or
licenses  and agree to execute  such  further  documents  as may be  required in
connection with the evidencing of such consent.

                                     - 74 -

<PAGE>




     Section 7.08.  Exercise of Rights  Subject to  Applicable  Law. 

     All  rights,  remedies  and  powers  provided  by this  Article  VII may be
exercised  only to the extent  that the  exercise  thereof  does not violate any
applicable  provision of the laws of any  Governmental  Authority and all of the
provisions  of this  Article VII are  intended  to be subject to all  applicable
mandatory  provisions  of law that may be  controlling  and to be limited to the
extent  necessary  so that they will not render this Credit  Agreement  invalid,
unenforceable  or not entitled to be recorded or filed under the  provisions  of
any applicable law.

     Section  7.09.  Discontinuance  of  Proceedings.

     In case Agent Bank and/or Banks shall have  proceeded to enforce any right,
power  or  remedy  under  this  Credit   Agreement,   the  Note,   the  Security
Documentation or any other Loan Document by foreclosure, entry or otherwise, and
such  proceedings  shall have been  discontinued  or abandoned for any reason or
shall  have been  determined  adversely  to Banks,  then and in every  such case
Borrowers,  Guarantor, Agent Bank and/or Banks shall be restored to their former
positions and rights  hereunder with respect to the Collateral,  and all rights,
remedies  and  powers  of  Agent  Bank  and  Banks  shall  continue  as if  such
proceedings  had not been taken,  subject to any binding rule by the  applicable
court or other tribunal in any such proceeding.

                                  ARTICLE VIII

                      DAMAGE, DESTRUCTION AND CONDEMNATION

     Section  8.01.  No  Abatement  of  Payments.  

     If all or any  part  of the  Collateral  shall  be  materially  damaged  or
destroyed,  or if title to or the  temporary use of the whole or any part of any
of the Collateral  shall be taken or condemned by a competent  authority for any
public use or  purpose,  or by exercise  of the power of eminent  domain,  there
shall be no abatement or reduction in the amounts payable by Borrowers hereunder
or under the Note,  and  Borrowers  shall  continue to be obligated to make such
payments.

     Section 8.02.  Distribution  of Capital  Proceeds Upon  Occurrence of Fire,
Other Perils or  Condemnation. 

     All  monies  received  from  "All  Risk"  including  flood  and  earthquake
insurance  policies  covering  any of the  Collateral  or from  condemnation  or
similar  actions in regard to said  Collateral,  shall be paid directly to Agent
Bank.  However,  in the event the amount  paid to Agent Bank is equal to or less
than Five  Hundred  Thousand  Dollars  ($500,000.00),  such amount shall be paid


                                     - 75 -

<PAGE>

directly to Borrowers  unless a Default or Event of Default  shall have occurred
and then be  continuing.  In the event the amount  paid to Agent Bank is greater
than Five Hundred  Thousand  Dollars  ($500,000.00),  then,  unless a Default or
Event of Default  has  occurred  hereunder  and is then  continuing,  the entire
amount so  collected  or so much thereof as may be required to repair or replace
the destroyed or condemned property,  shall,  subject to the condition set forth
below,  be released  to  Borrowers  for repair or  replacement  of the  property
destroyed or condemned or to reimburse Borrowers for the costs of such repair or
replacement incurred prior to the date of such release. If a Default or Event of
Default has occurred  hereunder and is then  continuing  such amount may, at the
option of Requisite  Lenders,  be applied to pay the outstanding  balance of the
Credit  Facility.  In the event the  amount so  collected  is  applied to pay or
reduce the outstanding  balance of the Credit  Facility,  the amount received by
Agent Bank shall be applied in the  priority  set forth in Section  7.03 and, if
such  application  is made when a Default or Event of Default has  occurred  and
remains  continuing,  then  Borrowers  shall  not be  entitled  to  any  further
Borrowings.  In the event Banks are  required to release all or a portion of the
collected  funds to  Borrowers  for such repair or  replacement  of the property
destroyed or condemned,  such release of funds shall be made in accordance  with
the following terms and conditions:

     a.   The repairs,  replacements  and rebuilding shall be made in accordance
          with plans and specifications approved by Agent Bank and in accordance
          with  all  applicable  laws,   ordinances,   rules,   regulations  and
          requirements of Governmental Authorities;

     b.   Borrowers  shall  provide  Agent Bank with a detailed  estimate of the
          costs of such repairs or restora- tions;

     c.   Borrowers   shall  satisfy  the  Requisite   Lenders  that  after  the
          reconstruction is completed,  the value of the Casino  Facilities,  as
          determined by the Requisite  Lenders in their  reasonable  discretion,
          will not be less than Seventeen  Million Five Hundred Thousand Dollars
          ($17,500,000.00);

     d.   In the Agent Bank's sole reasonable  opinion,  any undisbursed portion
          of the Available Borrowings contemplated  hereunder,  after deposit of
          such proceeds, is sufficient to pay all costs of reconstruction of the
          

                                     - 76 -

<PAGE>



          Casino Facilities or other Collateral damaged, destroyed or condemned;
          or  if  the  undisbursed  portion  of  such  Credit  Facility  is  not
          sufficient,  Borrowers shall provide evidence reasonably acceptable to
          Agent Bank of the  availability of additional  funds sufficient to pay
          such additional costs of reconstructing the Collateral;

     e.   Borrowers have delivered to the Agent Bank a construction contract for
          the work of  reconstruction in form and content,  including  insurance
          requirements,   acceptable   to  the  Agent  Bank  with  a  contractor
          acceptable to the Agent Bank;

     f.   The Requisite  Lenders in their reasonable  discretion have determined
          that  after  the  work of  reconstruction  is  completed,  the  Casino
          Facilities or Collateral damaged,  destroyed or condemned will produce
          income  sufficient to pay all costs of operations  and  maintenance of
          the applicable  Collateral with a reasonable reserve for repairs,  and
          service all debts secured by the applicable Collateral;

     g.   No  Default  or  Event  of  Default  has  occurred  and is  continuing
          hereunder;

     h.   Borrowers have provided evidence  reasonably  acceptable to Agent Bank
          of the availability of funds (taking into  consideration the amount of
          Borrowings available and the amount of proceeds,  if any, of insurance
          policies covering property damage and business  interruption,  loss or
          rental income in connection  with the Casino  Facilities or Collateral
          damaged,  destroyed or condemned accruing and immediately  forthcoming
          to the  Agent  Bank) to be  sufficient  to  service  the  Indebtedness
          secured hereby during the period of reconstruction;

     i.   Before commencing any such work,  Borrowers shall, at its own cost and
          expense, furnish Agent Bank with appropriate endorsements,  if needed,
          to the "All Risk" insurance  policy which Borrowers are then presently
          maintaining,  and course of construction insurance to cover all of the
          risks during the course of such work;

     j.   Such work shall be commenced by  Borrowers  within one hundred  twenty
          (120)  days  after  (i)  settlement  shall  have  been  made  with the
          insurance companies or condemnation proceeds shall have been received,
          and (ii) all the  necessary  governmental  approvals  shall  have been
          obtained,  and such work shall be completed  within a reasonable time,
          free  and  clear  of all  liens  and  encumbrances,  except  Permitted
          Encumbrances; and

                                     - 77 -

<PAGE>


     k.   Disbursements of such insurance or condemnation proceeds shall be made
          in the  customary  manner used by Agent Bank for the  disbursement  of
          construction loans.

                                   ARTICLE IX

                                AGENCY PROVISIONS

     Section 9.01. Appointment.

     a.   Each Lender hereby (i)  designates  and appoints WFB as the Agent Bank
          of such Lender  under this Credit  Agreement  and the Loan  Documents,
          (ii)  authorizes  and  directs  Agent  Bank to  enter  into  the  Loan
          Documents other than this Credit Agreement for the benefit of Lenders,
          and (iii)  authorizes  Agent  Bank to take such  action on its  behalf
          under the  provisions of this Credit  Agreement and the Loan Documents
          and to  exercise  such  powers  as are set forth  herein  or  therein,
          together with such other powers as are reasonably  incidental thereto,
          subject  to  the  limitations  referred  to in  Sections  9.10(a)  and
          9.10(b).  Agent Bank agrees to act as such on the  express  conditions
          contained in this Article IX.

     b.   The  provisions of this Article IX are solely for the benefit of Agent
          Bank and  Lenders,  and  Borrowers  and  Guarantor  shall not have any
          rights to rely on or enforce any of the provisions  hereof (other than
          as expressly set forth in Sections  9.03,  9.09 and 10.10),  provided,
          however,   that  the  foregoing  shall  in  no  way  limit  Borrowers'
          obligations  under this Article IX. In  performing  its  functions and
          duties  under this  Credit  Agreement,  Agent Bank shall act solely as
          Agent Bank of  Lenders  and does not assume and shall not be deemed to
          have assumed any obligation  toward or relationship of agency or trust
          with or for Borrowers, Guarantor or any other Person.

     Section  9.02.  Nature of  Duties. 

     Agent  Bank  shall not have any  duties or  responsibilities  except  those
expressly  set forth in this  Credit  Agreement  or in the Loan  Documents.  The
duties  of  Agent  Bank  shall  be  administrative  in  nature.  Subject  to the
provisions of Sections  9.05 and 9.07,  Agent Bank shall  administer  the Credit
Facility in the same manner as it administers its own loans.  Promptly following
the effectiveness of this Credit Agreement, Agent Bank shall send to each Lender

                                     - 78 -

<PAGE>

     a    duplicate executed  original,  to the extent the same are available in
          sufficient  numbers,  of the Credit Agreement and a copy of each other
          Loan  Document in favor of Lenders and a copy of the filed or recorded
          Security  Documentation,  with the  originals of the latter to be held
          and retained by Agent Bank for the benefit of all Lenders.  Agent Bank
          shall  not  have  by  reason  of this  Credit  Agreement  a  fiduciary
          relationship  in  respect  of  any  Lender.  Nothing  in  this  Credit
          Agreement  or any of the Loan  Documents,  expressed  or  implied,  is
          intended  or  shall  be  construed  to  impose  upon  Agent  Bank  any
          obligation  in respect  of this  Credit  Agreement  or any of the Loan
          Documents except as expressly set forth herein or therein. Each Lender
          shall  make  its  own  independent   investigation  of  the  financial
          condition and affairs of the  Borrowers,  Guarantor and the Collateral
          in  connection  with the  making  and the  continuance  of the  Credit
          Facility   hereunder   and  shall  make  its  own   appraisal  of  the
          creditworthiness of the Borrowers,  Guarantor and the Collateral, and,
          except as specifically  provided herein, Agent Bank shall not have any
          duty or responsibility,  either initially or on a continuing basis, to
          provide any Lender with any credit or other  information  with respect
          thereto, whether coming into its possession before the Closing Date or
          at any time or times thereafter.

     Section 9.03. Disbursement of Borrowings.

     a.   Not later than the next Banking  Business Day  following  receipt of a
          Notice of Borrowing, Agent Bank shall send a copy thereof by facsimile
          to each other  Lender and shall  otherwise  notify  each Lender of the
          proposed  Borrowing  and the  Funding  Date.  Each  Lender  shall make
          available to Agent Bank (or the funding bank or entity  designated  by
          Agent  Bank),  the  amount  of such  Lender's  Pro Rata  Share of such
          Borrowing  in  immediately  available  funds not later  than the times
          designated  in  Section  9.03(b).  Unless  Agent  Bank shall have been
          notified  by any  Lender  not later  than the close of  business  (San
          Francisco time) on the Banking Business Day immediately  preceding the
          Funding  Date in respect of any  Borrowing  that such  Lender does not
          intend to make available to Agent Bank such Lender's Pro Rata Share of
          such Borrowing, Agent Bank may assume that such Lender shall make such
          amount  available  to Agent Bank.  If any Lender does not notify Agent
          Bank of its intention not to make available its Pro Rata Share of such
          Borrowing  as  described  above,  but  does  not for any  reason  make
          available  to  Agent  Bank  such  Lender's  Pro  Rata  Share  of  such
          Borrowing,  such Lender  shall pay to Agent Bank  forthwith  on demand
         

                                                  - 79 -

<PAGE>



          such amount, together with interest thereon at the Federal Funds Rate.
          In any case where a Lender does not for any reason make  available  to
          Agent Bank such Lender's Pro Rata Share of such Borrowing, Agent Bank,
          in its sole  discretion,  may, but shall not be obligated  to, fund to
          Borrowers  such  Lender's Pro Rata Share of such  Borrowing.  If Agent
          Bank funds to Borrowers such Lender's Pro Rata Share of such Borrowing
          and if such Lender  subsequently pays to Agent Bank such corresponding
          amount,  such amount so paid shall  constitute  such Lender's Pro Rata
          Share of such  Borrowing.  Nothing in this Section 9.03(a) shall alter
          the  respective  rights and  obligations  of the parties  hereunder in
          respect of a Defaulting Lender or a Non-Pro Rata Borrowing.

     b.   Requests  by Agent Bank for funding by Lenders of  Borrowings  will be
          made by  telecopy.  Each Lender  shall make the amount of its Pro Rata
          Share of such  Borrowing  available  to Agent Bank in  Dollars  and in
          immediately  available funds, to such bank and account, in El Segundo,
          California as Agent Bank may designate,  not later than 9:00 A.M. (San
          Francisco  time) on the  Funding  Date  designated  in the  Notice  of
          Borrowing with respect to such Borrowing, but in no event earlier than
          two (2)  Banking  Business  Days  following  Lender's  receipt  of the
          applicable Notice of Borrowing.

     c.   Nothing in this  Section 9.03 shall be deemed to relieve any Lender of
          its  obligation  hereunder to make its Pro Rata Share of Borrowings on
          any Funding Date, nor shall any Lender be responsible  for the failure
          of any other Lender to perform its obligations to advance its Pro Rata
          Share  of any  Borrowing  hereunder,  and the Pro  Rata  Share  of the
          Aggregate Commitment of any Lender shall not be increased or decreased
          as a  result  of the  failure  by any  other  Lender  to  perform  its
          obligation to advance its Pro Rata Share of any Borrowing.

     Section 9.04. Distribution and Apportionment of Payments.

     a.   Subject to Section 9.04(b),  payments  actually received by Agent Bank
          for the  account  of  Lenders  shall  be paid to them  promptly  after
          receipt thereof by Agent Bank, but in any event within one (1) Banking
          Business Day,  provided that Agent Bank shall pay to Lenders  interest
          thereon,  at the  Federal  Funds Rate from the  Banking  Business  Day
          following  receipt  of such  funds by Agent  Bank until such funds are
          paid in  immediately  available  funds to Lenders.  Subject to Section
          9.04(b),  all payments of principal  and interest in respect of Funded
         

                                     - 80 -

<PAGE>

          Outstandings,  all  payments  of the  fees  described  in this  Credit
          Agreement,  and all payments in respect of any other Obligations shall
          be  allocated  among such other  Lenders as are entitled  thereto,  in
          proportion  to  their  respective  Pro Rata  Shares  or  otherwise  as
          provided  herein.  Agent Bank shall  promptly  distribute,  but in any
          event  within one (1)  Banking  Business  Day,  to each  Lender at its
          primary address set forth on the appropriate  signature page hereof or
          on the  applicable  Assignment and  Assumption  Agreement,  or at such
          other address as a Lender may request in writing, such funds as it may
          be entitled to  receive,  provided  that Agent Bank shall in any event
          not be bound to  inquire  into or  determine  the  validity,  scope or
          priority of any interest or  entitlement of any Lender and may suspend
          all  payments  and  seek  appropriate   relief   (including,   without
          limitation,  instructions  from Requisite  Lenders or all Lenders,  as
          applicable,  or an action in the nature of  interpleader) in the event
          of any  doubt  or  dispute  as to any  apportionment  or  distribution
          contemplated  hereby. The order of priority herein is set forth solely
          to determine the rights and priorities of Lenders as among  themselves
          and may at any time or from time to time be changed by Lenders as they
          may elect,  in writing  in  accordance  with  Section  10.01,  without
          necessity  of notice to or consent of or approval by  Borrowers or any
          other  Person.  All payments or other sums  received by Agent Bank for
          the account of Lenders (including,  without limitation,  principal and
          interest  payments,  the proceeds of any and all insurance  maintained
          with respect to any of the  Collateral,  and any and all  condemnation
          proceeds with respect to any of the  Collateral)  shall not constitute
          property  or assets of the Agent Bank and shall be held by Agent Bank,
          solely in its  capacity as  administrative  and  collateral  agent for
          itself and the other Lenders, subject to the Loan Documents.

     b.   Notwithstanding any provision hereof to the contrary,  until such time
          as a  Defaulting  Lender has  funded  its Pro Rata Share of  Borrowing
          which was  previously a Non Pro Rata  Borrowing,  or all other Lenders
          have received  payment in full (whether by repayment or prepayment) of
          the  principal  due in  respect  of such Non Pro Rata  Borrowing,  all
          principal  sums owing to such  Defaulting  Lender  hereunder  shall be
          subordinated  in right of payment to the prior  payment in full of all
          principal  in  respect  of all Non Pro Rata  Borrowing  in  which  the
          Defaulting  Lender has not funded its Pro Rata Share.  This  provision
          governs  only the  relationship  among  Agent  Bank,  each  Defaulting
          Lender,  and the other  Lenders;  nothing  hereunder  shall  limit the
          obligation of Borrowers to repay all Borrowings in accordance with the

                                     - 81 -

<PAGE>

          terms of this Credit  Agreement.  The provisions of this section shall
          apply and be  effective  regardless  of  whether  an Event of  Default
          occurs  and is then  continuing,  and  notwithstanding  (i) any  other
          provision  of  this  Credit  Agreement  to  the  contrary,   (ii)  any
          instruction  of Borrowers as to their desired  application of payments
          or (iii) the suspension of such  Defaulting  Lender's right to vote on
          matters  which are subject to the  consent or  approval  of  Requisite
          Lenders or all  Lenders.  No Nonusage Fee shall accrue in favor of, or
          be payable to, such Defaulting  Lender from the date of any failure to
          fund  Borrowings or reimburse Agent Bank for any Liabilities and Costs
          as herein  provided until such failure has been cured,  and Agent Bank
          shall be  entitled  to (A)  withhold  or  setoff,  and to apply to the
          payment of the defaulted amount and any related interest,  any amounts
          to be paid to such Defaulting Lender under this Credit Agreement,  and
          (B) bring an action or suit against such Defaulting  Lender in a court
          of  competent  jurisdiction  to recover the  defaulted  amount and any
          related interest. In addition,  the Defaulting Lender shall indemnify,
          defend and hold Agent Bank and each of the other Lenders harmless from
          and against any and all Liabilities and Costs,  plus interest  thereon
          at the Default  Rate,  which they may sustain or incur by reason of or
          as a direct consequence of the Defaulting  Lender's failure or refusal
          to abide by its obligations under this Credit Agreement.

     Section 9.05. Rights,  Exculpation,  Etc.

     Neither  Agent  Bank,  any  Affiliate  of  Agent  Bank,  nor  any of  their
respective officers,  directors,  employees,  agents,  attorneys or consultants,
shall be liable to any Lender for any action taken or omitted by them  hereunder
or under any of the Loan  Documents,  or in  connection  herewith or  therewith,
except  that  Agent Bank  shall be liable  for its gross  negligence  or willful
misconduct. In the absence of gross negligence or willful misconduct, Agent Bank
shall not be liable for any apportionment or distribution of payments made by it
in good  faith  pursuant  to  Section  9.04,  and if any such  apportionment  or
distribution  is  subsequently  determined  to have  been made in error the sole
recourse  of any  Person to whom  payment  was due,  but not  made,  shall be to
recover from the recipients of such payments any payment in excess of the amount
to which  they are  determined  to have been  entitled.  Agent Bank shall not be
responsible  to any  Lender for any  recitals,  statements,  representations  or
warranties herein or for the execution,  effectiveness,  genuineness,  validity,
enforceability,  collectibility or sufficiency of this Credit Agreement,  any of

                                     - 82 -

<PAGE>

the Security  Documentation  or any of the other Loan  Documents,  or any of the
transactions  contemplated hereby and thereby; or for the financial condition of
the  Borrowers,  Guarantor or any of their  Affiliates.  Agent Bank shall not be
required to make any inquiry  concerning either the performance or observance of
any of the terms,  provisions or  conditions of this Credit  Agreement or any of
the Loan Documents or the financial condition of the Borrowers, Guarantor or any
of their  Affiliates,  or the existence or possible  existence of any Default or
Event of Default.

     Section  9.06.  Reliance. 

     Agent Bank shall be entitled to rely upon any written notices,  statements,
certificates,  orders or other  documents,  telecopies or any telephone  message
believed by it in good faith to be genuine and correct and to have been  signed,
sent or made by the proper Person, and with respect to all matters pertaining to
this Credit  Agreement or any of the Loan Documents and its duties  hereunder or
thereunder,  upon advice of legal  counsel  (including  counsel for  Borrowers),
independent public accountant and other experts selected by it.

     Section  9.07.  Indemnification. 

     To the  extent  that  Agent  Bank  is not  reimbursed  and  indemnified  by
Borrowers or Guarantor, Lenders will reimburse, within ten (10) Banking Business
Days after notice from Agent Bank,  and  indemnify and defend Agent Bank for and
against any and all  Liabilities and Costs which may be imposed on, incurred by,
or  asserted  against it in any way  relating  to or arising  out of this Credit
Agreement,  the Security Documentation or any of the other Loan Documents or any
action  taken or  omitted  by Agent Bank or under  this  Credit  Agreement,  the
Security Documentation or any of the other Loan Documents, in proportion to each
Lender's Pro Rata Share; provided that no Lender shall be liable for any portion
of such  Liabilities and Costs  resulting from Agent Bank's gross  negligence or
willful  misconduct.  The  obligations  of Lenders under this Section 9.07 shall
survive  the  payment in full of all  Obligations  and the  termination  of this
Credit Agreement. In the event that after payment and distribution of any amount
by Agent Bank to Lenders,  any Lender or third  party,  including  Borrowers  or
Guarantor,  any creditor of  Borrowers or Guarantor or a trustee in  bankruptcy,
recovers from Agent Bank any amount found to have been  wrongfully paid to Agent
Bank or disbursed by Agent Bank to Lenders, then Lenders, in proportion to their
respective  Pro Rata Shares,  shall  reimburse  Agent Bank for all such amounts.
Notwithstanding  the  foregoing,  Agent Bank shall not be  obligated  to advance
Liabilities and Costs and may require the deposit by each Lender of its Pro Rata
Share of any material  Liabilities  and Costs  anticipated  by Agent Bank before
they are incurred or made payable.

                                     - 83 -

<PAGE>

     Section 9.08. Agent Individually.

     With respect to its Pro Rata Share of the  Aggregate  Commitment  hereunder
and the  Borrowings  made by it, Agent Bank shall have and may exercise the same
rights  and  powers  hereunder  and is  subject  to  the  same  obligations  and
liabilities  as and to the extent set forth  herein  for any other  Lender.  The
terms "Lenders", "Requisite Lenders" or any similar terms may include Agent Bank
in its  individual  capacity as a Lender or one of the  Requisite  Lenders,  but
Requisite  Lenders  shall not include Agent Bank solely in its capacity as Agent
Bank and need not  necessarily  include  Agent Bank in its capacity as a Lender.
Agent Bank and any Lender and its  Affiliates  may accept  deposits  from,  lend
money to, and generally  engage in any kind of banking,  trust or other business
with any Borrower,  Guarantor or any of its  Affiliates as if it were not acting
as Agent Bank or Lender pursuant hereto.

     Section 9.09.  Successor Agent Bank;  Resignation of Agent Bank; Removal of
Agent Bank.

     a.   Agent Bank shall automatically cease to be Agent Bank hereunder in the
          event a petition in bankruptcy shall be filed by or against Agent Bank
          or the Federal Deposit Insurance Corporation or any other Governmental
          Authority shall assume control of Agent Bank or Agent Bank's interests
          under the Credit  Facility.  Further,  Lenders (other than Agent Bank)
          may  unanimously  remove Agent Bank at any time upon the occurrence of
          gross negligence or wilful misconduct by Agent Bank by giving at least
          thirty (30) Banking Business Days' prior written notice to Agent Bank,
          Borrowers and all other  Lenders.  Such  resignation  or removal shall
          take  effect  upon  the  acceptance  by  a  successor  Agent  Bank  of
          appointment pursuant to clause (b) or (c).

     b.   Upon any such  notice of  resignation  by or  removal  of Agent  Bank,
          Requisite   Lenders  shall  appoint  a  successor   Agent  Bank  which
          appointment  shall be subject to Borrowers'  consent  (other than upon
          the  occurrence  and during the  continuance of any Event of Default),
          which shall not be  unreasonably  withheld or delayed.  Any  successor
          Agent Bank must be a bank (i) the senior debt obligations of which (or
          such bank's parent's senior unsecured debt  obligations) are rated not
          less than Baa-2 by Moody's  Investors  Services,  Inc. or a comparable
          rating by a rating  agency  acceptable  to Requisite  Lenders and (ii)
          which  has  total   assets   in   excess   of  Ten   Billion   Dollars
          ($10,000,000,000.00).

                                     - 84 -

<PAGE>

     c.   If a successor Agent Bank shall not have been so appointed within said
          thirty (30) Banking Business Day period, the retiring or removed Agent
          Bank,  with the consent of Borrowers  (other than upon the  occurrence
          and during the  continuance of any Event of Default) (which may not be
          unreasonably  withheld  or  delayed),  shall then  appoint a successor
          Agent Bank who shall meet the requirements described in subsection (b)
          above and who shall  serve as Agent Bank until such time,  if any,  as
          Requisite Lenders,  with the consent of Borrowers (other than upon the
          occurrence  and  during  the  continuance  of any  Event of  Default),
          appoint a successor Agent Bank as provided above.

     Section 9.10. Consent and Approvals.

     a.   Each consent, approval, amendment, modification or waiver specifically
          enumerated  in this  Section  9.10(a)  shall  require  the  consent of
          Requisite Lenders:

               (i)  Approval of Borrowings  with less than full  compliance with
                    requirements of Article IIIB (Section 2.06);

               (ii) Approval of any  amendment,  modification  or termination or
                    agreement  to amend,  modify or terminate  the  Subordinated
                    Debt (Section 5.03);

               (iii)Consent to modification to financial reporting  requirements
                    or production of additional  financial or other  information
                    (Section 5.08);

               (iv) Approval  of a change in the  method of  calculation  of any
                    financial  covenants,  standards  or terms as a result  of a
                    change in accounting principle (Section 6.15);

               (v)  Direct  Agent  Bank to  declare  the  unpaid  balance of the
                    Credit Facility fully due and payable (Section 7.02);

                                     - 85 -

<PAGE>

               (vi) Direct the disposition of insurance proceeds or condemnation
                    awards under certain circumstances (Section 8.02);

               (vii)Approval of  appointment  of successor  Agent Bank  (Section
                    9.09);

               (viii) Approval of certain Protective Advances (Section 9.11(a));

               (ix) Approval  of a  Post-Foreclosure  Plan and  related  matters
                    (Section 9.11(e));

               (x)  Consent  to  action  or  proceeding  against  any  Borrower,
                    Guarantor or the Collateral by any Lender (Section 9.12);

               (xi) Except as referred to in subsection  (b) below,  approval of
                    any  amendment,  modification  or termination of this Credit
                    Agreement,  or  waiver  of  any  provision  herein  (Section
                    10.01).

          b.   Each  consent,  approval,   amendment,   modification  or  waiver
               specifically  enumerated in Section  10.01(i) through (iii) shall
               require the consent of all Lenders.

          c.   In addition to the required consents or approvals  referred to in
               subsection  (a)  above,  Agent  Bank  may  at  any  time  request
               instructions  from Requisite  Lenders with respect to any actions
               or approvals  which, by the terms of this Credit  Agreement or of
               any of the Loan Documents, Agent Bank is permitted or required to
               take or to grant without  instructions  from any Lenders,  and if
               such  instructions  are promptly  requested,  Agent Bank shall be
               absolutely  entitled  to  refrain  from  taking  any action or to
               withhold  any  approval  and  shall  not be under  any  liability
               whatsoever to any Lender for refraining from taking any action or
               withholding any approval under any of the Loan Documents until it
               shall have received such  instructions  from  Requisite  Lenders.
               Without limiting the foregoing, no Lender shall have any right of
               action  whatsoever  against  Agent Bank as a result of Agent Bank
               acting or refraining from acting under this Credit Agreement, the
               Security  Documentation  or any of the other  Loan  Documents  in
               accordance with the  instructions of Requisite  Lenders or, where
               applicable,  all Lenders.  Agent Bank shall promptly  notify each
               Lender at any time that the  Requisite  Lenders  have  instructed
               Agent Bank to act or refrain from acting pursuant hereto.

                                     - 86 -

<PAGE>


          d.   Each  Lender  agrees  that any action  taken by Agent Bank at the
               direction or with the consent of Requisite  Lenders in accordance
               with  the  provisions  of  this  Credit  Agreement  or  any  Loan
               Document, and the exercise by Agent Bank at the direction or with
               the consent of  Requisite  Lenders of the powers set forth herein
               or therein,  together  with such other  powers as are  reasonably
               incidental  thereto,  shall be  authorized  and binding  upon all
               Lenders,  except for actions specifically  requiring the approval
               of all  Lenders.  All  communications  from Agent Bank to Lenders
               requesting   Lenders'   determination,   consent,   approval   or
               disapproval (i) shall be given in the form of a written notice to
               each Lender,  (ii) shall be  accompanied  by a description of the
               matter or thing as to which such determination, approval, consent
               or  disapproval  is requested,  or shall advise each Lender where
               such  matter  or  thing  may be  inspected,  or  shall  otherwise
               describe the matter or issue to be resolved, (iii) shall include,
               if  reasonably  requested  by a  Lender  and  to the  extent  not
               previously  provided  to such  Lender,  written  materials  and a
               summary  of all  oral  information  provided  to  Agent  Bank  by
               Borrowers  or  Guarantor  in respect of the matter or issue to be
               resolved,  and (iv) shall include Agent Bank's recommended course
               of action or determination in respect thereof.  Each Lender shall
               reply promptly, but in any event within ten (10) Banking Business
               Days (the  "Lender  Reply  Period").  Unless a Lender  shall give
               written   notice   to  Agent   Bank  that  it   objects   to  the
               recommendation  or  determination  of Agent Bank (together with a
               written  explanation of the reasons behind such objection) within
               the Lender  Reply  Period,  such  Lender  shall be deemed to have
               approved of or consented to such recommendation or determination.
               With  respect to  decisions  requiring  the approval of Requisite
               Lenders   or  all   Lenders,   Agent   Bank   shall   submit  its
               recommendation  or  determination  for  approval of or consent to
               such  recommendation  or  determination  to all  Lenders and upon
               receiving  the  required  approval  or consent  shall  follow the
               course of action or determination recommended to Lenders by Agent
               Bank or such  other  course of action  recommended  by  Requisite
               Lenders,  and each non-responding  Lender shall be deemed to have
               concurred with such recommended course of action.

                                     - 87 -

<PAGE>



     Section 9.11. Agency Provisions Relating to Collateral.

     a.   Agent Bank is hereby authorized on behalf of all Lenders,  without the
          necessity of any notice to or further  consent  from any Lender,  from
          time to time prior to an Event of  Default,  to take any  action  with
          respect to any  Collateral or Loan Document  which may be necessary to
          perfect and  maintain  liens of the  Security  Documentation  upon the
          Collateral  granted  pursuant  to the Loan  Documents.  Agent Bank may
          make, and shall be reimbursed by Lenders (in accordance with their Pro
          Rata Shares),  to the extent not reimbursed by Borrowers or Guarantor,
          for,  Protective  Advance(s)  during  any one (1)  calendar  year with
          respect to the Collateral up to the sum of (i) amounts expended to pay
          real estate  taxes,  assessments  and  governmental  charges or levies
          imposed upon such  Collateral,  (ii) amounts expended to pay insurance
          premiums  for policies of insurance  related to such  Collateral,  and
          (iii) One Hundred Thousand Dollars ($100,000.00).  Protective Advances
          in excess of said sum  during  any  calendar  year for any  Collateral
          shall  require the consent of Requisite  Lenders.  In addition,  Agent
          Bank is  hereby  authorized  on  behalf of all  Lenders,  without  the
          necessity  of any notice to or further  consent  from any  Lender,  to
          waive the imposition of the late fees provided for in Section  2.08(a)
          up to a maximum  of two (2) times per  calendar  year,  including  any
          extensions.

     b.   Lenders hereby irrevocably  authorize Agent Bank, at its option and in
          its discretion,  to release any Security  Documentation  granted to or
          held by Agent  Bank  upon any  Collateral  (i)  upon  Credit  Facility
          Termination and repayment and satisfaction of all Borrowings,  and all
          other  Obligations  and the termination of this Credit  Agreement,  or
          (ii) if approved,  authorized  or ratified in writing by Agent Bank at
          the  direction  of all  Lenders.  Agent Bank shall not be  required to
          execute  any   document  to  evidence  the  release  of  the  Security
          Documentation  granted to Agent Bank for the benefit of Lenders herein
          or pursuant  hereto upon any Collateral  if, in Agent Bank's  opinion,
          such  document  would  expose  Agent Bank to  liability  or create any
          obligation  or entail any  consequence  other than the release of such
          Security  Documentation without recourse or warranty, and such release
          shall not in any manner discharge, affect or impair the Obligations or
          any  Security  Documentation  upon (or  obligations  of  Borrowers  in
          respect of) any property  which shall  continue to constitute  part of
          the Collateral.

                                     - 88 -

<PAGE>

     c.   Except as provided in this Credit Agreement,  Agent Bank shall have no
          obligation  whatsoever  to any Lender or to any other Person to assure
          that the  Collateral  exists or is owned by Borrowers or is cared for,
          protected  or  insured  or has been  encumbered  or that the  Security
          Documentation granted to Agent Bank herein or in any of the other Loan
          Documents  or  pursuant  hereto  or  thereto  have  been  properly  or
          sufficiently or lawfully created, perfected,  protected or enforced or
          are entitled to any particular priority.

     d.   Should   Agent   Bank  (i)   employ   counsel   for  advice  or  other
          representation  (whether  or not any suit has been or shall be  filed)
          with respect to any Collateral or any part thereof, or any of the Loan
          Documents, or the attempt to enforce any security interest or Security
          Documentation  on  any  of  the  Collateral,   or  (ii)  commence  any
          proceeding or in any way seek to enforce its rights or remedies  under
          the Loan Documents,  irrespective of whether as a result thereof Agent
          Bank  shall  acquire   title  to  any   Collateral,   either   through
          foreclosure,  deed in lieu of foreclosure  or otherwise,  each Lender,
          upon demand  therefor from time to time,  shall  contribute  its share
          (based on its Pro Rata Share) of the reasonable  costs and/or expenses
          of  any  such   advice  or  other   representation,   enforcement   or
          acquisition,  including,  but not  limited to,  fees of  receivers  or
          trustees,  court costs,  title company  charges,  filing and recording
          fees,  appraisers'  fees and fees and  expenses  of  attorneys  to the
          extent not otherwise  reimbursed  by Borrowers or Guarantor;  provided
          that  Agent  Bank  shall  not  be  entitled  to  reimbursement  of its
          attorneys'   fees  and  expenses   incurred  in  connection  with  the
          resolution of disputes  between  Agent Bank and other  Lenders  unless
          Agent Bank shall be the prevailing party in any such dispute. Any loss
          of principal and interest resulting from any Event of Default shall be
          shared by Lenders in accordance with their respective Pro Rata Shares.
          It is understood and agreed that in the event Agent Bank determines it
          is  necessary  to  engage  counsel  for  Lenders  from and  after  the
          occurrence  of an Event of Default,  said counsel shall be selected by
          Agent Bank.

     e.   In the event that all or any portion of the  Collateral is acquired by
          Agent Bank as the result of a foreclosure  or the acceptance of a deed
          or assignment in lieu of  foreclosure,  or is retained in satisfaction
          of all or any part of Borrowers' or Guarantor's obligations,  title to
          any such  Collateral or any portion  thereof shall be held in the name
          of Agent Bank or a nominee or subsidiary of Agent Bank, as agent,  for
          the  ratable  benefit  of Agent  Bank and  Lenders.  Agent  Bank shall
         

                                     - 89 -

<PAGE>

          prepare  a  recommended  course  of action  for such  Collateral  (the
          "Post-Foreclosure  Plan"),  which shall be subject to the  approval of
          the  Requisite  Lenders.  In the event that  Requisite  Lenders do not
          approve such Post-  Foreclosure Plan, any Lender shall be permitted to
          submit an alternative  Post-Foreclosure  Plan to Agent Bank, and Agent
          Bank shall submit any and all such additional  Post-Foreclosure  Plans
          to the Lenders for evaluation  and the approval of Requisite  Lenders.
          In accordance  with the approved Post-  Foreclosure  Plan,  Agent Bank
          shall  manage,  operate,  repair,  administer,   complete,  construct,
          restore or otherwise deal with the Collateral  acquired and administer
          all transactions  relating  thereto,  including,  without  limitation,
          employing  a  management  agent,   leasing  agent  and  other  agents,
          contractors  and  employees,  including  agents  of the  sale  of such
          Collateral,  and the  collecting  of rents  and  other  sums from such
          Collateral and paying the expenses of such  Collateral;  actions taken
          by Agent Bank with respect to the  Collateral,  which are not provided
          for in the approved  Post-Foreclosure  Plan or  reasonably  incidental
          thereto,  shall  require  the consent of  Requisite  Lenders by way of
          supplement to such  Post-Foreclosure  Plan.  Upon demand therefor from
          time to time,  each Lender will contribute its share (based on its Pro
          Rata Share) of all  reasonable  costs and  expenses  incurred by Agent
          Bank  pursuant to the  Post-Foreclosure  Plan in  connection  with the
          construction,  operation, management, maintenance, leasing and sale of
          such Collateral.  In addition,  Agent Bank shall render or cause to be
          rendered by the managing  agent, to each of the Lenders,  monthly,  an
          income and  expense  statement  for such  Collateral,  and each of the
          Lenders shall promptly  contribute its Pro Rata Share of any operating
          loss for  such  Collateral,  and such  other  expenses  and  operating
          reserves as Agent Bank shall deem reasonably necessary pursuant to and
          in accordance with the  Post-Foreclosure  Plan. To the extent there is
          net  operating  income  from such  Collateral,  Agent Bank  shall,  in
          accordance  with all applicable  Gaming Laws and the  Post-Foreclosure
          Plan, determine the amount and timing of distributions to Lenders. All
          such  distributions  shall be made to Lenders in accordance with their
          respective Pro Rata Shares.  Lenders  acknowledge that if title to any
          Collateral is obtained by Agent Bank or its nominee,  such  Collateral
          will not be held as a permanent  investment  but will be liquidated as
          soon  as  practicable.   Agent  Bank  shall  undertake  to  sell  such
          Collateral,  at such price and upon such terms and  conditions  as the
          Requisite Lenders shall reasonably  determine to be most advantageous.
          Any purchase money mortgage or deed of trust taken in connection  with
          the  disposition of such Collateral in accordance with the immediately
          

                                     - 90 -

<PAGE>



          preceding sentence shall name Agent Bank, as agent for Lenders, as the
          beneficiary or mortgagee.  In such case,  Agent Bank and Lenders shall
          enter into an agreement  with respect to such purchase  money mortgage
          defining the rights of Lenders in the same Pro Rata Shares as provided
          hereunder,  which agreement shall be in all material  respects similar
          to this Article IX insofar as the same is appropriate or applicable.

     Section 9.12. Lender Actions Against Collateral. 

     Each  Lender  agrees that it will not take any action,  nor  institute  any
actions  or  proceedings,  against  Borrowers,  Guarantor  or any other  obligor
hereunder,  under the Security  Documentation  or under any other Loan Documents
with respect to exercising  claims against or rights in any  Collateral  without
the consent of Requisite Lenders.

     Section 9.13.  Ratable Sharing. 

     Subject to Section 9.03 and 9.04,  Lenders agree among  themselves that (i)
with respect to all amounts received by them which are applicable to the payment
of the Obligations,  equitable  adjustment will be made so that, in effect,  all
such amounts will be shared among them ratably in accordance with their Pro Rata
Shares,  whether received by voluntary payment,  by counterclaim or cross action
or by the enforcement of any or all of the Obligations,  or the Collateral, (ii)
if any of them shall by  voluntary  payment or by the  exercise  of any right of
counterclaim  or  otherwise,  receive  payment of a proportion  of the aggregate
amount of the Obligations held by it which is greater than its Pro Rata Share of
the  payments  on account of the  Obligations,  the one  receiving  such  excess
payment shall purchase,  without recourse or warranty, an undivided interest and
participation  (which it shall be deemed  to have done  simultaneously  upon the
receipt of such payment) in such Obligations owed to the others so that all such
recoveries  with  respect  to such  Obligations  shall  be  applied  ratably  in
accordance  with their Pro Rata  Shares;  provided,  that if all or part of such
excess payment received by the purchasing party is thereafter recovered from it,
those  purchases  shall  be  rescinded  and the  purchase  prices  paid for such
participations shall be returned to that party to the extent necessary to adjust
for such  recovery,  but without  interest  except to the extent the  purchasing
party is required to pay interest in connection  with such  recovery.  Borrowers
and Guarantor agree that any Lender so purchasing a  participation  from another
Lender  pursuant to this  Section 9.13 may, to the fullest  extent  permitted by
law,  exercise all its rights of payment with respect to such  participation  as
fully as if  such  Lender were the direct credito  of Borrowers and Guarantor in

                                     - 91 -

<PAGE>

the amount of such participation.  No Lender shall exercise any setoff, banker's
lien or other  similar  right in respect to any  Obligations  without  the prior
written approval by Agent Bank.

     Section 9.14. Delivery of Documents. 

     Agent  Bank  shall as soon as  reasonably  practicable  distribute  to each
Lender at its primary address set forth on the appropriate counterpart signature
page  hereof,  or at such  other  address as a Lender  may  request in  writing,
(i)copies  of all  documents  to  which  such  Lender  is a party or of which is
executed or held by Agent Bank on behalf of such Lender,  (ii) all  documents of
which Agent Bank receives copies from Borrowers or Guarantor pursuant to Article
VI and Section 10.03,  (iii) all other documents or information which Agent Bank
is required to send to Lenders  pursuant to the terms of this Credit  Agreement,
(iv) other information or documents received by Agent Bank at the request of any
Lender,  and (v) all notices received by Agent Bank pursuant to Section 5.20. In
addition,  within fifteen (15) Banking  Business Days after receipt of a request
in writing from a Lender for written  information  or  documents  provided by or
prepared by  Borrowers,  or  Guarantor,  Agent Bank shall  deliver  such written
information or documents to such requesting  Lender if Agent Bank has possession
of such written  information  or documents in its capacity as Agent Bank or as a
Lender.

     Section 9.15.  Notice of Events of Default. 

     Agent  Bank  shall  not be  deemed  to  have  knowledge  or  notice  of the
occurrence  of any  Default  or Event  of  Default  (other  than  nonpayment  of
principal of or interest on the Credit  Facility) unless Agent Bank has received
notice in writing from a Lender, Borrowers or Guarantor referring to this Credit
Agreement or the other Loan  Documents,  describing  such event or condition and
expressly stating that such notice is a notice of a Default or Event of Default.
Should Agent Bank receive such notice of the occurrence of a Default or Event of
Default, or should Agent Bank send Borrowers or Guarantor a notice of Default or
Event of Default, Agent Bank shall promptly give notice thereof to each Lender.

                                    ARTICLE X

                          GENERAL TERMS AND CONDITIONS

     The following terms and conditions shall be applicable  throughout the term
of this Credit Agreement:
                                    
                                     - 92 -

<PAGE>

     Section 10.01.  Amendments and Waivers. 

     (a) No amendment or modification of any provision of this Credit  Agreement
shall be effective  without the written  agreement of Requisite  Lenders  (after
notice to all  Lenders),  Borrowers  and  Guarantor  (except for  amendments  to
Section 9.04(a) which do not require the consent of Borrowers or Guarantor), and
(b) no  termination  or waiver of any  provision  of this Credit  Agreement,  or
consent  to any  departure  by  Borrowers  or  Guarantor  therefrom  (except  as
expressly  provided in Section  9.11(a)  with  respect to waivers of late fees),
shall in any event be  effective  without the written  concurrence  of Requisite
Lenders (after notice to all Lenders),  which  Requisite  Lenders shall have the
right to grant or withhold at their sole  discretion,  except that the following
amendments, modifications or waivers shall require the consent of all Lenders:

     (i)  modify any requirement  hereunder that any particular  action be taken
          by all the Lenders or by the  Requisite  Lenders,  modify this Section
          10.01 or change the definition of "Requisite Lenders", or remove Agent
          Bank under Section 9.09(a),  shall be effective unless consented to by
          all of the Lenders;

     (ii) increase the Aggregate  Commitment or the Syndication  Interest of any
          Lender,  release any Collateral except as specifically provided in the
          Credit Agreement, release the Guaranty or any Guarantor from liability
          thereunder, extend the Maturity Date or change any provision expressly
          requiring the consent of all Lenders shall be made without the consent
          of each Lender; or

     (iii)reduce any fees  described  in Section  2.07(b) or extend the due date
          for, or reduce or postpone the amount of, any Scheduled  Reductions on
          the Credit  Facility,  or reduce the rate of interest or postpone  the
          payment of interest on the Credit Facility,  shall be made without the
          consent of all of the Lenders.

          No amendment, modification,  termination or waiver of any provision of
          Article  IX or any other  provision  referring  to Agent Bank shall be
          effective  without the written  concurrence of Agent Bank, but only if
          such  amendment,  modification,   termination  or  waiver  alters  the
          obligations  or rights of Agent Bank.  Any waiver or consent  shall be
          effective only in the specific  instance and for the specific  purpose
          for  which it was  given.  No notice  to or  demand  on  Borrowers  or
          Guarantor  in any case shall  entitle  Borrowers  or  Guarantor to any
         

                                     - 93 -

<PAGE>
          other further notice or demand in similar or other circumstances.  Any
          amendment,  modification,  termination,  waiver or consent effected in
          accordance  with this Section 10.01 shall be binding on each assignee,
          transferee  or recipient  of Agent Bank's or any Lender's  Syndication
          Interest  under this Credit  Agreement  or the Credit  Facility at the
          time outstanding.

     Section 10.02.  Failure to Exercise Rights. 

     Nothing herein  contained  shall impose upon Banks,  Borrowers or Guarantor
any obligation to enforce any terms,  covenants or conditions  contained herein.
Failure of Banks,  Borrowers  or  Guarantor,  in any one or more  instances,  to
insist upon strict  performance  by Borrowers,  Guarantor or Banks of any terms,
covenants or  conditions of this Credit  Agreement or the other Loan  Documents,
shall  not be  considered  or taken  as a waiver  or  relinquishment  by  Banks,
Borrowers  or  Guarantor  of their  right to insist  upon and to  enforce in the
future, by injunction or other  appropriate  legal or equitable  remedy,  strict
compliance  by Borrowers,  Guarantor or Banks with all the terms,  covenants and
conditions of this Credit Agreement and the other Loan Documents. The consent of
Banks, Borrowers or Guarantor to any act or omission by Borrowers,  Guarantor or
Banks shall not be construed to be a consent to any other or  subsequent  act or
omission or to waive the  requirement  for  Banks',  Borrowers'  or  Guarantor's
consent to be obtained in any future or other instance.

     Section 10.03. Notices and Delivery.

     Unless otherwise specifically provided herein, any consent, notice or other
communication  herein  required or permitted to be given shall be in writing and
may be personally served, telecopied or sent by courier service or United States
mail and  shall be  deemed to have been  given  when  delivered  in person or by
courier service, upon receipt of a telecopy (or on the next Banking Business Day
if such  telecopy is received on a non- Banking  Business Day or after 5:00 p.m.
on a Banking  Business  Day) or four (4) Banking  Business Days after deposit in
the United  States mail  (registered  or  certified,  with  postage  prepaid and
properly addressed).  Notices to Agent Bank pursuant to Articles II shall not be
effective until received by Agent Bank. For the purposes  hereof,  the addresses
of the parties hereto (until notice of a change thereof is delivered as provided
in this  Section  10.03)  shall be as set forth below each  party's  name on the
signature  pages hereof,  or, as to each party,  at such other address as may be
designated  by such party in an  Assignment  and  Assumption  Agreement  or in a
written notice to all of the other  parties.  All deliveries to be made to Agent

                                     - 94 -

<PAGE>

Bank  for  distribution  to the  Lenders  shall  be  made to  Agent  Bank at the
addresses  specified for notice on the signature page hereto and in addition,  a
sufficient  number of copies of each such  delivery  shall be delivered to Agent
Bank for delivery to each Lender at the address  specified for deliveries on the
signature  page hereto or such other  address as may be designated by Agent Bank
in a written notice.

     Section 10.04. Modification in Writing. 

     This Credit  Agreement and the other Loan  Documents  constitute the entire
agreement  between the parties and  supersede all prior  agreements,  including,
without limitation,  the Commitment Letter, whether written or oral with respect
to the subject  matter  hereof,  including,  but not limited to, any term sheets
furnished by any of the Banks to Borrowers and/or Guarantor. Neither this Credit
Agreement,  nor any other Loan Documents,  nor any provision herein, or therein,
may be  changed,  waived,  discharged  or  terminated  orally,  but  only  by an
instrument  in  writing  signed by the party  against  whom  enforcement  of the
change, waiver, discharge or termination is sought.

     Section  10.05.   Other   Agreements.   

     If the terms of any  documents,  certificates  or  agreements  delivered in
connection  with this Credit  Agreement are  inconsistent  with the terms of the
Loan  Documents,  Borrowers and Guarantor  shall use their best efforts to amend
such  document,  certificate or agreement to the  satisfaction  of Agent Bank to
remove such inconsistency.

     Section 10.06.  Counterparts.

     This Credit  Agreement may be executed by the parties  hereto 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 but one and the same document.

     Section  10.07.  Rights,  Powers and Remedies are  Cumulative. 

     None of the rights, powers and remedies conferred upon or reserved to Agent
Bank, Banks,  Borrowers or Guarantor in this Credit Agreement are intended to be
exclusive of any other available right, power or remedy, but each and every such
right, power and remedy shall be cumulative and not alternative, and shall be in
addition to every right,  power and remedy herein  specifically  given or now or
hereafter  existing at law, in equity or by statute.  Any forbearance,  delay or
omission by Agent Bank,  Banks,  Borrowers  or  Guarantor in the exercise of any
right,  power or remedy  shall not impair any such right,  power or remedy or be


                                     - 95 -

<PAGE>

considered  or taken as a waiver or  relinquishment  of the right to insist upon
and to  enforce in the  future,  by  injunction  or other  appropriate  legal or
equitable remedy,  any of said rights,  powers and remedies given to Agent Bank,
Banks,  Borrowers  or  Guarantor  herein.  The  exercise of any right or partial
exercise thereof by Agent Bank, Banks, Borrowers or Guarantor shall not preclude
the  further  exercise  thereof  and the same shall  continue  in full force and
effect until  specifically  waived by an instrument in writing executed by Agent
Bank or Banks, as the case may be.

     Section 10.08. Continuing Representations. 

     All  agreements,  representations  and warranties made herein shall survive
the  execution and delivery of this Credit  Agreement,  the making of the Credit
Facility  hereunder  and the  execution and delivery of each other Loan Document
until and final payment of all sums owing under the Credit  Facility and each of
the Credit Facility have been irrevocably terminated.

     Section  10.09.  Successors  and  Assigns. 

     All of the terms,  covenants,  warranties and conditions  contained in this
Credit  Agreement  shall be  binding  upon and  inure to the sole and  exclusive
benefit of the parties hereto and their respective successors and assigns.

     Section  10.10.  Assignment of Loan  Documents by Borrowers or  Syndication
Interests by Lenders.

     a.   This Credit  Agreement and the other Loan Documents to which Borrowers
          are  parties  will  be  binding  upon  and  inure  to the  benefit  of
          Borrowers,  the Agent Bank,  each of the Banks,  and their  respective
          successors  and assigns,  except that,  Borrowers may not assign their
          rights  hereunder  or  thereunder  or any  interest  herein or therein
          without the prior  written  consent of all the Lenders.  Any attempted
          assignment or delegation in  contravention  of the foregoing  shall be
          null and void.  Any  Lender  may at any time  pledge  its  Syndication
          Interest in the Credit  Facility,  the Credit  Agreement  and the Loan
          Documents to a Federal  Reserve Bank, but no such pledge shall release
          that Lender from its  obligations  hereunder  or grant to such Federal
          Reserve Bank the rights of a Lender  hereunder  absent  foreclosure of
          such pledge.

     b.   Each Lender may assign all or any part of its Syndication  Interest in
          the Credit  Facility to any  Affiliate  of such Lender or to any other
          Lender without consent and to one or more financial  institutions that
          are Eligible Assignees with bthe prior consent of bthe bAgent Bank and

                                     - 96 -

<PAGE>

          Borrowers  (which  consents  shall  not be  unreasonably  withheld  or
          delayed);  provided, however, that Agent Bank and its Affiliates shall
          at all times  during the life of the Credit  Facility  hold  aggregate
          Syndication   Interests  no  less  than  the  amount  of  the  largest
          Syndication  Interest held by any Lender in the Credit  Facility;  and
          further  provided,  however,  that the  minimum  amount  of each  such
          assignment  shall be Ten  Million  Dollars  ($10,000,000.00),  or such
          lesser  amount as  constitutes  the  remaining  amount  of a  Lender's
          Syndication  Interest in the Credit Facility  (except that there shall
          be no minimum  assignment  among the Lenders or to their  Affiliates),
          and each  assignee  Lender  (or  assignor  if so  agreed  between  the
          assignee  Lender  and such  assignor)  shall pay to the Agent  Bank an
          assignment fee of Two Thousand Five Hundred Dollars  ($2,500.00)  with
          respect  to each  such  assignment.  Each  such  assignment  shall  be
          evidenced by an assignment  substantially in the form of an Assignment
          and Assumption Agreement or other form reasonably  acceptable to Agent
          Bank, Borrowers and Guarantor. Upon any such assignment,  the assignee
          financial institution shall become a Lender for all purposes under the
          Credit  Agreement  and each of the Loan  Documents  and the  assigning
          Lender shall be released from its further obligations hereunder to the
          extent of such assignment.  Agent Bank agrees to give prompt notice to
          Borrowers and each of the Lenders of each  assignment  made under this
          Section  10.10(b) and to deliver to Borrowers  and each of the Lenders
          each  revision  to the  Schedule  of  Lenders'  Proportions  in Credit
          Facility made as a consequence of each such assignment.

     c.   Each Lender may sell  sub-participations  without notice to or consent
          of the Borrowers or Agent Bank to any Eligible  Subparticipant for all
          or any  part  of its  Syndication  Interest  in the  Credit  Facility;
          provided,   however,   that  (i)  such  selling  Lender  shall  remain
          responsible for its total  obligations  under the Credit Agreement and
          each of the Loan  Documents,  (ii) the  Borrowers  and the Agent  Bank
          shall  continue to deal solely with such selling  Lender in connection
          with such Lender's rights and obligations  under the Credit  Agreement
          and each of the Loan  Documents,  and (iii) such selling  Lender shall
          not sell any  participation  under which the  Eligible  Subparticipant
          would have rights to approve any  amendment or waiver  relating to the
          Credit  Agreement or any Loan  Document  except to the extent any such
          amendment  or waiver would (1) extend the final  Maturity  Date or the
          date  for the  payment  or any  installments  of  fees,  principal  or
          interest due in respect of the Credit Facility,  (2) reduce the amount
          of any  Scheduled  Reduction  in respect to the Credit  Facility,  (3)
          reduce the interest  rates  applicable  to the Credit  Facility or (4)
          

                                     - 97 -

<PAGE>



          release  any  material   portion  of  the   Collateral  or  Guarantor.
          Notwithstanding  the  foregoing,  the  rights of the  Lenders  to make
          assignments  and to grant  sub-participations  shall be subject to the
          approval by the Gaming Authorities of the assignee or sub-participant,
          to the extent required by applicable Gaming Laws.

     Section  10.11.  Action by Lenders. 

     Whenever Banks shall have the right to make an election, or to exercise any
right,  or their  consent  shall be  required  for any action  under this Credit
Agreement or the Loan Documents,  then such election,  exercise or consent shall
be given or made for all Banks by Agent Bank in accordance  with the  provisions
of Section 10.01.  Notices,  reports and other documents required to be given by
Borrowers  and/or  Guarantor to Banks hereunder may be given by Borrowers and/or
Guarantor  to  Agent  Bank on  behalf  of  Banks,  with  sufficient  copies  for
distribution  to each of the  Banks,  and  the  delivery  to  Agent  Bank  shall
constitute  delivery to Banks. In the event any payment or payments are received
by a Lender  other than Agent  Bank,  Borrowers  and  Guarantor  consent to such
payments being shared and distributed as provided herein.

     Section 10.12. Time of Essence.

     Time shall be of the essence of this Credit Agreement.

     Section 10.13.  Choice of Law and Forum.  

     This Credit  Agreement and each of the Loan Documents  shall be governed by
and  construed  in  accordance  with the  internal  laws of the  State of Nevada
without  regard to  principles  of conflicts  of law;  provided,  however,  that
Colorado  law shall  govern  the  perfection  and  enforcement  of the  Security
Documentation. Borrowers and Guarantor further agree that the full and exclusive
forum for the determination of any action relating to this Credit Agreement, the
Loan Documents,  or any other document or instrument delivered in favor of Banks
pursuant to the terms hereof,  other than the Security  Documentation,  shall be
either an appropriate Court of the State of Nevada or the United States District
Court or United States Bankruptcy Court for the District of Nevada. The full and
exclusive  forum for the  determination  of any action  relating to the Security
Documentation  or the  Collateral  shall either be an  appropriate  court of the
State of Colorado or the United States District or the United States  Bankruptcy
Court for the District of Colorado.

                                     - 98 -

<PAGE>



     Section 10.14. Arbitration.

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

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

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

                                     - 99 -

<PAGE>



     Section 10.15.  Waiver of Jury Trial. 

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

     Section 10.16.  Scope of Approval and Review.

     Any inspection of the Casino  Facilities  shall be deemed to be made solely
for Banks'  internal  purposes  and shall not be relied  upon by the  Borrowers,
Guarantor or any third party.  In no event shall  Lenders be deemed or construed
to be joint venturers or partners of Borrowers or Guarantor.

     Section 10.17.  Severability of Provisions.

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

     Section  10.18.  Cumulative  Nature of Covenants.

     All covenants  contained  herein are  cumulative  and not exclusive of each
other covenant. Any action allowed by any covenant shall be allowed only if such
action is not prohibited by any other covenant.

     Section  10.19.  Costs to Prevailing  Party. 

     If any action or arbitration proceeding is brought by any party against any
other  party  under this  Credit  Agreement  or any of the Loan  Documents,  the
prevailing  party shall be entitled to recover such costs and attorney's fees as
the court in such action or proceeding may adjudge reasonable.

                                     - 100 -

<PAGE>



     Section 10.20. Expenses.

     a.   Generally.  Borrowers  and  Guarantor  agree  upon  demand to pay,  or
          reimburse Agent Bank for, all of Agent Bank's  external  audit,  legal
          (to the extent incurred following the Closing Date and not relating to
          the  closing  of this  Credit  Agreement),  appraisal,  valuation  and
          investigation  expenses  and for all  other  reasonable  out-of-pocket
          costs and expenses of every type and nature (excluding Lenders' travel
          expenses, other than those travel expenses incurred by Agent Bank both
          before  and  after the  Closing  Date in  connection  with the sale of
          Syndication Interests in the Credit Facility,  but including,  without
          limitation,  the reasonable fees,  expenses and disbursements of Agent
          Bank's internal appraisers,  environmental  advisors or legal counsel)
          incurred by Agent Bank at any time (whether  prior to, on or after the
          date of this Credit  Agreement) in  connection  with (i) its own audit
          and  investigation of Borrowers or Guarantor and the Collateral;  (ii)
          the  negotiation,  preparation and execution of this Credit  Agreement
          (including,   without   limitation,   the  satisfaction  or  attempted
          satisfaction  of any of the  conditions set forth in Article III), the
          Security Documentation and the other Loan Documents and the advance of
          Borrowings;  (iii)  the  review  and,  if  applicable,  acceptance  of
          additional  Collateral,   including  appraisal  fees,  title  charges,
          recording  fees and reasonable  attorneys'  fees and costs incurred in
          connection  therewith;  (iv)  any  appraisals  performed  pursuant  to
          Section  5.24;  (v) the  creation,  perfection  or  protection  of the
          Security   Documentation   on  the  Collateral   (including,   without
          limitation,  any fees and expenses for title and lien searches,  local
          counsel in various jurisdictions, filing and recording fees and taxes,
          duplication  costs and corporate search fees); (vi) enforcement of the
          Credit  Agreement,  the other Loan  Documents,  the Borrowings and the
          Collateral, including, without limitation, consultation with attorneys
          in  connection  therewith;  and (vii) the  protection,  collection  or
          enforcement  of any of the  Obligations or the  Collateral,  including
          Protective Advances.

     b.   After Event of Default.  Borrowers and Guarantor further agree to pay,
          or reimburse Agent Bank and Lenders, for all reasonable  out-of-pocket
          costs and expenses, including without limitation reasonable attorneys'
          fees and  disbursements  incurred  by Agent Bank or Lenders  after the
          occurrence of an Event of Default (i) in enforcing  any  Obligation or
          in  foreclosing  against the Collateral or exercising or enforcing any
          other  right or remedy  available  by reason of such Event of Default;
          (ii) in connection with any refinancing or restructuring of the credit

                                     - 101 -

<PAGE>



          arrangements  provided under this Credit  Agreement in the nature of a
          "workout" or in any  insolvency  or  bankruptcy  proceeding;  (iii) in
          commencing,  defending or intervening in any litigation or in filing a
          petition,  complaint,  answer,  motion or other pleadings in any legal
          proceeding  relating  to  Borrowers,  or  Guarantor  and related to or
          arising out of the transactions  contemplated  hereby;  (iv) in taking
          any other action in or with respect to any suit or proceeding (whether
          in bankruptcy or otherwise)  relating to the Borrowers or Guarantor or
          arising out of or relating to the Credit Facility;  (v) in protecting,
          preserving,  collecting,  leasing,  selling,  taking possession of, or
          liquidating any of the Collateral; or (vi) in attempting to enforce or
          enforcing any lien in any of the  Collateral or any other rights under
          the Security Documentation.

     Section 10.21.  Setoff. 

     In addition to any rights and  remedies of the Agent Bank  provided by law,
if any Event of Default  exists,  Agent Bank is  authorized at any time and from
time to time,  without  prior  notice to the  Borrowers or  Guarantor,  any such
notice  being  waived  by the  Borrowers  or  Guarantor  to the  fullest  extent
permitted by law, to set-off and apply any and all deposits (general or special,
time or demand,  provisional  or final) at any time held by Agent Bank to or for
the credit or the  account of any  Borrower  or  Guarantor  against  any and all
obligations  of  Borrowers  or  Guarantor  under  the  Credit  Facility,  now or
hereafter  existing,  irrespective  of  whether or not the Agent Bank shall have
made demand under this Credit  Agreement or any Loan  Document and although such
amounts  owed may be  contingent  or  unmatured.  Agent Bank agrees  promptly to
notify the Borrowers and Guarantor  (and Agent Bank shall  promptly  notify each
Lender)  after any such setoff and  application  made by Agent  Bank;  provided,
however,  that the failure to give such notice  shall not affect the validity of
such set-off and application.  The rights of Agent Bank under this Section 10.21
are in addition to the other rights and remedies which Agent Bank may have.

     Section  10.22.  Schedules  Attached. 

     Schedules  are  attached  hereto  and  incorporated  herein and made a part
hereof as follows:

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

                                     - 102 -

<PAGE>



     Schedule 2.01(c) - Aggregate Commitment Reduction Schedule

     Schedule 3.16(a) - Schedule of Existing Real Estate Debt

     Schedule 3.16(b) - Schedule of Existing Equipment Debt

     Schedule 3.17 - Schedule of Significant Litigation

     Schedule 4.16 - Schedule of Spaceleases

     Schedule 4.17 - Schedule of Equipment Leases and Contracts

     Schedule 4.25 - Schedule of Contingent Liabilities

     Section  10.23.  Exhibits  Attached.   Exhibits  are  attached  hereto  and
incorporated herein and made a part hereof as follows:

     Exhibit A - Note - Form

     Exhibit B - Guaranty - Form

     Exhibit C - Notice of Borrowing - Form

     Exhibit D - Authorized Officer's Certificate - Form

     Exhibit E - Closing Certificate - Form

     Exhibit F - Compliance Certificate - Form

     Exhibit G - Legal Opinion - Form

     Exhibit H - Assignment and Assumption Agreement - Form

     Exhibit I - Payment Subordination Agreement - Form

     Exhibit J - Title Report

                                     - 103 -

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to
be executed as of the day and year first above written.


BORROWERS:

WMCK VENTURE CORP.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

CENTURY CASINOS CRIPPLE
CREEK, INC.,
a Colorado corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

WMCK ACQUISITION
CORP., a Delaware
corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

GUARANTOR:

CENTURY CASINOS, INC.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

Address for the Borrower
Consolidation and Guarantor:

26 South Tejon Street
Suite 203
Colorado Springs, CO  80903
Attn:  Norbert Teufelberger

Phone: (719) 473-7770
Fax:   (719) 473-7774

with a copy to:

Douglas R. Wright, Esq.
Parcel, Mauro, Hultin &
Spaanstra, P.C.
1801 California Street
Suite 3600
Denver, CO  80202-2636

Phone: (303) 297-4571
Fax:   (303) 295-3040


BANKS:

WELLS FARGO BANK,
National Association,
Agent Bank and Lender


By /s/ Brad Peterson
--------------------
Brad Peterson
Vice President

Address:

Wells Fargo Bank, N.A.
3800 Howard Hughes Parkway
Las Vegas, NV  89109
Attn:  Dave Kramer, V.P.

Phone: (702) 791-6273
Fax:   (702) 791-6248

wmck.lk/wmck2
032897dsh
                                     - 104 -

<PAGE>

SCHEDULE 2.01(a)

                        SCHEDULE OF LENDERS' PROPORTIONS
                               IN CREDIT FACILITY


                                                           PROPORTIONATE
                                                            SYNDICATION
                                 MAXIMUM AMOUNT             INTEREST IN
NAME OF LENDER                    OF PRINCIPAL            CREDIT FACILITY
--------------                    ------------            ---------------
Wells Fargo Bank,
National Association            $ 13,000,000.00                 100%

    TOTAL                       $ 13,000,000.00                 100%
                                ===============                 ====


                               SCHEDULE 2.01(a) TO
                                CREDIT AGREEMENT



<PAGE>

EXHIBIT A

                              REVOLVING CREDIT NOTE

$13,000,000.00                                                    March 31, 1997


                  FOR VALUE  RECEIVED,  the  undersigned,  WMCK VENTURE CORP., a
Delaware   corporation,   CENTURY  CASINOS  CRIPPLE  CREEK,   INC.,  a  Colorado
corporation and WMCK ACQUISITION  CORP., a Delaware  corporation  (collectively,
the  "Borrowers")  jointly  and  severally  promise to pay to the order of WELLS
FARGO  BANK,  National  Association,  as Agent  Bank on behalf of itself and the
other  Lenders as  defined  and  described  in the  Credit  Agreement  described
hereinbelow (each  individually being referred as a "Lender" and collectively as
the  "Lenders") the unpaid balance of such sums as Lenders may hereafter loan or
advance or  re-loan to the  Borrower  from time to time  pursuant  to the Credit
Facility as described in the Credit Agreement,  hereinafter  defined, the unpaid
balance of which shall not exceed in the aggregate the Maximum Permitted Balance
at any time,  together with interest on the principal  balance  outstanding from
time to time at the rate or rates set forth below commencing on the date of each
Borrowing hereunder and continuing until fully paid, as follows:

A.   Interest Rate.  Interest shall accrue on the entire  outstanding  principal
     balance at the Prime Rate plus one percent (1%) per annum. Interest accrued
     on the  outstanding  unpaid  balance  of the  principal  sum  shall be paid
     quarterly  commencing on July 1, 1997 and  continuing on October 1, January
     1, April 1 and July 1 of each and every year and on the Maturity Date.

B.   Principal  Repayment.  A Scheduled  Reduction  payment of  principal in the
     amount of Three Hundred Seventy-Five  Thousand Dollars  ($375,000.00) shall
     be made  quarterly  on each  Reduction  Date as set forth on the  Aggregate
     Commitment Reduction Schedule,  Schedule 2.01(c) hereto, until the Maturity
     Date, on which date the remaining  balance of the principal  sum,  together
     with  all  unpaid   interest   accrued   thereon   shall  be  fully   paid.
     Notwithstanding  the Scheduled  Reductions,  principal shall be repaid from
     time to time as may be  necessary  to cause the Funded  Outstandings  to be
     equal to or less than the Maximum  Permitted  Balance at all times.  Within
     the  foregoing  limits,  Borrowers  may  borrow,  repay  and  reborrow  the
     Available  Borrowings  in accordance  with the terms and  provisions of the
     Credit Agreement.


                                   Page 1 of 6




<PAGE>

C.   General Conditions.

     (1)  Definitions.  When used  herein  the  following  terms  shall have the
          following meanings:

          Agent Bank shall  have the  meaning as defined in Section  1.01 of the
          Credit Agreement.

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

          Authorized  Officer  shall have the meaning as defined in Section 1.01
          of the Credit Agreement.

          Available Borrowings shall have the meaning as defined in Section 1.01
          of the Credit Agreement.

          Banking Business Day shall have the meaning as defined in Section 1.01
          of the Credit Agreement.

          Borrowers  shall have the  meaning  set forth in the  preamble to this
          Note.

          Borrowings  shall have the  meaning as defined in Section  1.01 of the
          Credit Agreement.

          Closing  Date shall have the meaning as defined in Section 1.01 of the
          Credit Agreement.

          Credit Agreement shall mean that certain Credit Agreement of even date
          herewith executed by and among Borrowers,  Agent Bank and Lenders,  as
          therein defined, as such

                                  Page 2 of 6


<PAGE>

          Credit  Agreement may be amended,  modified,  supplemented or restated
          from time to time.

          Default  Rate shall have the meaning as defined in Section 1.01 of the
          Credit Agreement.

          Dollar(s)  and the sign ($)  shall  mean  lawful  money of the  United
          States of America.

          Funded  Outstandings shall have the meaning as defined in Section 1.01
          of the Credit Agreement.

          Lender(s)  shall have the  meaning  as defined in Section  1.01 of the
          Credit Agreement.

          Maturity Date shall mean April 1, 2001.

          Maximum Permitted Balance shall have the meaning as defined in Section
          1.01 of the Credit Agreement.

          Maximum Scheduled Balance shall have the meaning as defined in Section
          1.01 of the Credit Agreement.

          Note shall mean this Revolving Credit Note.

          Prime Rate shall  have the  meaning as defined in Section  1.01 of the
          Credit Agreement.

          Reduction  Date(s) shall mean  reference to each Reduction Date as set
          forth on the Aggregate Commitment Reduction Schedule.

          Scheduled  Reductions  shall  mean the  amount by which the  Aggregate
          Commitment  is  reduced  on each  Reduction  Date as set  forth on the
          Aggregate Commitment Reduction Schedule.

          Security  Documentation  shall have the  meaning as defined in Section
          1.01 of the Credit Agreement.


                                   Page 3 of 6

<PAGE>



          Syndication  Interest(s)  shall have the meaning as defined in Section
          1.01 of the Credit Agreement.

          WFB shall mean Wells Fargo Bank, National Association.

     (2)  Borrowing Procedures. Borrowings hereunder shall be made in accordance
          with the  terms,  provisions  and  procedures  set forth in the Credit
          Agreement.

     (3)  Records.  The Agent  Bank  shall  record in its  records  the date and
          amount of each disbursement made, each repayment and reborrowing.  The
          aggregate  unpaid  principal  amount,  rate,  and  interest  amount so
          recorded  shall be  calculated  by the Agent Bank and shall be binding
          upon Borrowers  subject to Borrowers' right to require  corrections of
          errors in calculation. The failure to so record any such amount or any
          error in so  recording  any such amount shall not,  however,  limit or
          otherwise  affect the obligations of Borrowers  hereunder to repay the
          principal  amount  outstanding  together  with all  interest  accruing
          thereon.

     (4)  Setting and Notice of Rate.  The Prime Rate shall be determined by the
          Agent Bank,  and notice of each change thereof shall be given promptly
          to Borrowers. Each determination of the applicable Prime Rate shall be
          conclusive  and  binding  upon  the  Borrowers,   in  the  absence  of
          demonstrable  error.  The Agent Bank shall,  upon  written  request of
          Borrowers,  deliver to Borrowers a statement  showing the computations
          used by the Agent Bank in determining any rate hereunder.

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

     (6)  Prepayments.  This Note may be prepaid at any time in whole or in part
          without   penalty  as  provided  in  Section  2.06(a)  of  the  Credit
          Agreement.


                                   Page 4 of 6




<PAGE>



     D.   Default.  The "Late Charges and Default Rate" provisions  contained in
          Section  2.08 and the  "Events of  Default"  provisions  contained  in
          Article VII of the Credit  Agreement are hereby  incorporated  by this
          reference as though fully set forth herein.

     E.   Waivers.  Borrowers waive diligence,  demand, presentment for payment,
          protest and notice of protest.  Borrowers  waive any rights which they
          might otherwise have under Colorado Revised Statutes ss.ss.  13-50-102
          or 13-50-103 (or under any corresponding future statute or rule of law
          in any jurisdiction) by reason of any release of fewer than all of the
          Borrowers.

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

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

     H.   Security. This Note is secured by the Security Documentation described
          in the Credit Agreement.

     I.   Governing Law. This Note has been delivered in Las Vegas,  Nevada, and
          shall be governed by and construed in accordance  with the laws of the
          State of Nevada.

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


                                   Page 5 of 6


<PAGE>


     K.   Incorporation  of Credit  Agreement.  This Note is issued  under,  and
          subject  to,  the  terms,  covenants  and  conditions  of  the  Credit
          Agreement,  which Credit  Agreement is by this reference  incorporated
          herein and made a part hereof.

     IN  WITNESS  WHEREOF,  this  Note has been  executed  as of the date  first
hereinabove written.


BORROWERS:

WMCK VENTURE CORP.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

CENTURY CASINOS CRIPPLE
CREEK, INC.,
a Colorado corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

WMCK ACQUISITION
CORP., a Delaware
corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

                                   Page 6 of 6


<PAGE>

EXHIBIT B
                           GENERAL CONTINUING GUARANTY


     THIS GENERAL CONTINUING GUARANTY ("Guaranty"),  dated as of March 31, 1997,
is executed and  delivered  by CENTURY  CASINOS,  INC.,  a Delaware  corporation
(hereinafter  referred to as the  "Guarantor"),  in favor of the  Beneficiaries,
referred to below, and in light of the following:

                                    RECITALS:

     WHEREAS:

     A.  Reference is made to that certain Credit  Agreement,  dated as of March
31, 1997 (as amended,  supplemented or otherwise modified from time to time, 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"),  the Lenders
therein named (each,  together  with their  respective  successors  and assigns,
individually  being referred to as a "Lender" and collectively as the "Lenders")
and Wells Fargo Bank,  National  Association,  as administrative  and collateral
agent for the Lenders  (herein,  in such capacity,  called the "Agent Bank" and,
together with the Lenders, collectively referred to as the "Banks").

     B. For the purpose of this Guaranty,  all  capitalized  terms not otherwise
specifically  defined  herein shall have the same meaning  given them in Section
1.01 of the Credit Agreement as though fully restated verbatim.

     C. In order to induce Beneficiaries to make Borrowings, loans, advances and
extend financial  accommodations to Borrowers  pursuant to the Credit Agreement,
and in consideration  thereof,  and in  consideration of any Borrowings,  loans,
advances, or other financial accommodations  heretofore or hereafter extended by
Beneficiaries  to  Borrowers,  whether  pursuant  to  the  Credit  Agreement  or
otherwise, Guarantor has agreed to guaranty the Guarantied Obligations.

     NOW, THEREFORE, in consideration of the foregoing, Guarantor hereby agrees,
in favor of Beneficiaries, as follows:

<PAGE>

     1. Definitions and Construction.

     (a) Definitions.  The following terms, as used in this Guaranty, shall have
the following meanings:

     "Agent  Bank"  shall mean Wells Fargo Bank,  National  Association,  as the
administrative  and  collateral  agent  for each of the Banks  under the  Credit
Agreement.

     "Beneficiaries"  shall mean a  collective  reference  to Agent Bank and the
Banks.

     "Borrowers"  shall mean  collective  reference  to WMCK  Venture  Corp.,  a
Delaware   corporation,   Century  Casinos  Cripple  Creek,   Inc.,  a  Colorado
corporation and WMCK Acquisition Corp., a Delaware corporation.

     "Credit  Agreement"  shall have the  meaning set forth by Recital A of this
Guaranty.

     "Guarantied  Obligations"  shall mean: (a) the due and punctual  payment of
the principal of, and interest  (including post petition  interest and including
any and all interest  which,  but for the  application  of the provisions of the
Bankruptcy Code, would have accrued on such amounts) on, and premium, if any, on
the  Note;  and (b) the  due and  punctual  payment  of all  present  or  future
Indebtedness owing by Borrowers.

     "Guarantor"  shall  have the  meaning  set  forth in the  preamble  to this
Guaranty.

     "Guaranty"  shall  have  the  meaning  set  forth in the  preamble  to this
document.

     "Indebtedness"  shall  mean  any  and  all  obligations,  indebtedness,  or
liabilities of any kind or character owed to Beneficiaries,  or any of them, and
arising  directly  or  indirectly  out  of  or in  connection  with  the  Credit
Agreement,  the Note, the  Environmental  Certificate,  or any of the other Loan
Documents, including all such obligations, indebtedness, or liabilities, whether
for principal,  interest (including post petition interest and including any and
all interest which,  but for the application of the provisions of the Bankruptcy
Code, would have accrued on such amounts),  premium,  reimbursement obligations,
fees, costs,  expenses  (including  attorneys' fees), or indemnity  obligations,
whether  heretofore,  now, or  hereafter  made,  incurred,  or created,  whether


                                        2

<PAGE>

voluntarily  or involuntarily  made,  incurred,  or created,  whether secured or
unsecured (and if secured,  regardless of the nature or extent of the security),
whether  absolute or contingent,  liquidated or  unliquidated,  or determined or
indeterminate, whether Borrowers are liable individually or jointly with others,
and  whether  recovery  is  or  hereafter  becomes  barred  by  any  statute  of
limitations  or  otherwise  becomes  unenforceable  for any  reason  whatsoever,
including any act or failure to act by Beneficiaries.

     "Lenders"  shall have the meaning set forth in Recital  Paragraph A of this
Guaranty.

     (b)  Construction.  Unless the context of this  Guaranty  clearly  requires
otherwise,  references  to the plural  include the  singular,  references to the
singular  include the plural,  the part includes the whole, the term "including"
is not limiting,  and the term "or" has the inclusive meaning represented by the
phrase "and/or." The words "hereof," "herein," "hereby,"  "hereunder," and other
similar  terms  refer  to this  Guaranty  as a whole  and not to any  particular
provision  of  this  Guaranty.  Any  reference  in this  Guaranty  to any of the
following  documents includes any and all alterations,  amendments,  extensions,
modifications,  renewals, or supplements thereto or thereof, as applicable:  the
Loan  Documents;   the  Credit  Agreement;   this  Guaranty;  the  Environmental
Certificate; and the Note.

     2. Guarantied Obligations. Guarantor hereby irrevocably and unconditionally
guaranties  to  Beneficiaries,  as  and  for  its  own  debt,  until  final  and
indefeasible  payment thereof has been made, (a) the due and punctual payment of
the  Guarantied  Obligations,  in each case when the same  shall  become due and
payable,  whether at maturity,  pursuant to a mandatory payment requirement,  by
acceleration,  or otherwise;  it being the intent of Guarantor that the guaranty
set  forth  herein  shall  be a  guaranty  of  payment  and  not a  guaranty  of
collection; and (b) the punctual and faithful performance,  keeping, observance,
and  fulfillment by Borrowers of all of the agreements,  conditions,  covenants,
and obligations of Borrowers  contained in the Credit  Agreement,  the Note, the
Environmental Certificate and under each of the other Loan Documents.

     3.  Continuing  Guaranty.  This Guaranty  includes  Guarantied  Obligations
arising  under  successive  transactions  continuing,  compromising,  extending,
increasing,  modifying,  releasing,  or  renewing  the  Guarantied  Obligations,


                                        3

<PAGE>

changing  the  interest rate,   payment  terms,   or other  terms and conditions
thereof,  or  creating  new or  additional  Guarantied  Obligations  after prior
Guarantied  Obligations  have been satisfied in whole or in part. To the maximum
extent  permitted  by law,  Guarantor  hereby  waives  any right to revoke  this
Guaranty  as  to  future  Indebtedness.   If  such  a  revocation  is  effective
notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a)
no such  revocation  shall be effective  until written  notice  thereof has been
received and acknowledged by  Beneficiaries,  (b) no such revocation shall apply
to  any  Guarantied  Obligations  in  existence  on  such  date  (including  any
subsequent  continuation,  extension,  or  renewal  thereof,  or  change  in the
interest  rate,  payment  terms,  or other terms and  conditions  thereof to the
extent  permitted by law), (c) no such revocation  shall apply to any Guarantied
Obligations  made or  created  after  such date to the  extent  made or  created
pursuant to a legally binding  commitment of  Beneficiaries  in existence on the
date of such  revocation,  (d) no payment by Guarantor,  Borrowers,  or from any
other  source,  prior to the date of such  revocation  shall  reduce the maximum
obligation of Guarantor hereunder,  and (e) any payment by Borrowers or from any
source other than  Guarantor  subsequent  to the date of such  revocation  shall
first be applied to that portion of the  Guarantied  Obligations as to which the
revocation is effective and which is not, therefore, guarantied hereunder.

     4.  Performance  under this  Guaranty.  In the event that Borrowers fail to
make  any  payment  of any  Guarantied  Obligations  on or  before  the due date
thereof,  or if Borrowers shall fail to perform,  keep,  observe, or fulfill any
other  obligations  referred  to in clause (b) of Section 2 hereof in the manner
provided  in the  Credit  Agreement,  the Note or the other Loan  Documents,  as
applicable, Guarantor immediately shall cause such payment to be made or each of
such obligations to be performed, kept, observed, or fulfilled.

     5. Primary Obligations.  This Guaranty is a primary and original obligation
of  Guarantor,  is not merely the creation of a surety  relationship,  and is an
absolute,  unconditional,  and  continuing  guaranty of payment and  performance
which shall remain in full force and effect without respect to future changes in
conditions,  including any change of law or any invalidity or irregularity  with
respect to the  issuance  of the Note.  Guarantor  agrees  that it is  directly,
jointly and severally with any other  guarantor of the  Guarantied  Obligations,
liable  to  Beneficiaries,  that the  obligations  of  Guarantor  hereunder  are


                                        4

<PAGE>



independent  of  the  obligations  of  Borrowers  or  any other  guarantor,  and
that a separate action may be brought against Guarantor,  whether such action is
brought against  Borrowers or any other guarantor  whether Borrowers or any such
other  guarantor is joined in such action.  Guarantor  agrees that its liability
hereunder  shall be immediate and shall not be  contingent  upon the exercise or
enforcement  by  Beneficiaries  of  whatever  remedies  they  may  have  against
Borrowers or any other guarantor,  or the enforcement of any lien or realization
upon any security  Beneficiaries may at any time possess.  Guarantor agrees that
any  release  which  may be given by  Beneficiaries  to  Borrowers  or any other
guarantor  shall not  release  Guarantor.  Guarantor  consents  and agrees  that
Beneficiaries  shall be under no obligation to marshal any property or assets of
Borrowers or any other guarantor in favor of Guarantor, or against or in payment
of any or all of the Guarantied Obligations.

     6. Waivers.

     (a) Guarantor hereby waives: (i) notice of acceptance  hereof;  (ii) notice
of any Borrowings,  advances,  loans or other financial  accommodations  made or
extended  under the  Credit  Agreement,  or the  creation  or  existence  of any
Guarantied   Obligations;   (iii)  notice  of  the  amount  of  the   Guarantied
Obligations,  subject,  however,  to Guarantor's  right to make inquiry of Agent
Bank to ascertain the amount of the  Guarantied  Obligations  at any  reasonable
time; (iv) notice of any adverse change in the financial  condition of Borrowers
or of any other fact that might increase Guarantor's risk hereunder;  (v) notice
of presentment for payment,  demand,  protest, and notice thereof as to the Note
or any other  instrument;  (vi) notice of any Default or Event of Default  under
the Credit  Agreement;  and (vii) all other  notices  (except if such  notice is
specifically  required to be given to Guarantor under this Guaranty or any other
Loan Document to which  Guarantor is party) and demands to which Guarantor might
otherwise be entitled.

     (b) To the fullest extent permitted by applicable law, Guarantor waives the
right by statute or otherwise to require Beneficiaries to institute suit against
Borrowers or to exhaust any rights and remedies which  Beneficiaries have or may
have against Borrowers. In this regard, Guarantor agrees that it is bound to the
payment  of  each  and all  Guarantied  Obligations,  whether  now  existing  or
hereafter  accruing,  as fully as if such Guarantied  Obligations  were directly
owing to  Beneficiaries  by  Guarantor.  Guarantor  further  waives any  defense


                                        5

<PAGE>



arising  by  reason  of  any  disability   or  other   defense  (other  than the
defense  that the  Guarantied  Obligations  shall  have been  fully and  finally
performed and indefeasibly paid) of Borrowers or by reason of the cessation from
any cause whatsoever of the liability of Borrowers in respect thereof.

     (c) To the maximum extent permitted by law,  Guarantor  hereby waives:  (i)
any rights to assert  against  Beneficiaries  any defense  (legal or equitable),
set-off, counterclaim, or claim which Guarantor may now or at any time hereafter
have  against  Borrowers or any other party  liable to  Beneficiaries;  (ii) any
defense,  set-off,  counterclaim,  or  claim,  of any  kind or  nature,  arising
directly  or  indirectly   from  the  present  or  future  lack  of  perfection,
sufficiency,  validity,  or enforceability of the Guarantied  Obligations or any
security  therefor;  (iii) any defense arising by reason of any claim or defense
based upon an election of  remedies  by  Beneficiaries;  (iv) the benefit of any
statute  of  limitations   affecting  Guarantor's  liability  hereunder  or  the
enforcement thereof, and any act which shall defer or delay the operation of any
statute of limitations  applicable to the Guarantied Obligations shall similarly
operate  to  defer  or  delay  the  operation  of such  statute  of  limitations
applicable to Guarantor's  liability  hereunder;  and (v) any defense or benefit
that may be derived  from or afforded by law which  limits the  liability  of or
exonerates guaranties or sureties including, without limitation, the benefits of
Nevada Revised Statutes ss.ss.  40.430 - 40.459,  40.475 and 40.485 as permitted
by Nevada Revised Statutes ss. 40.495 (1989).

     (d) Guarantor  agrees that if all or a portion of the  Indebtedness or this
Guaranty  is at any  time  secured  by a deed  of  trust  or  mortgage  covering
interests in real property,  Beneficiaries,  in their sole  discretion,  without
notice or demand and without  affecting  the  liability of Guarantor  under this
Guaranty,  may  foreclose  (pursuant  to the terms of the  Credit  Agreement  or
otherwise)  the deed of trust or mortgage  and the  interests  in real  property
secured thereby by non-judicial sale. Guarantor understands that the exercise of
Beneficiaries  of certain rights and remedies  contained in the Credit Agreement
and any such deed of trust or mortgage may affect or eliminate Guarantor's right
of  subrogation  against  Borrowers and that  Guarantor  may  therefore  incur a
partially  or  totally  non-reimbursable   liability  hereunder.   Nevertheless,
Guarantor hereby  authorizes and empowers  Beneficiaries  to exercise,  in their
sole discretion,  any rights and remedies, or any combination thereof, which may
then be  available,  since it is the intent and  purpose of  Guarantor  that the


                                        6

<PAGE>



obligations   hereunder   shall  be  absolute,   independent  and  unconditional
under any and all circumstances.  Notwithstanding any foreclosure of the lien of
any deed of trust or security  agreement  with respect to any or all of any real
or personal  property secured  thereby,  whether by the exercise of the power of
sale  contained  therein,  by  an  action  for  judicial  foreclosure  or  by an
acceptance of a deed in lieu of foreclosure,  Guarantor shall remain bound under
this  Guaranty  including  its  obligation  to pay any  deficiency  following  a
non-judicial foreclosure.

     (e)  Guarantor  also hereby  waives any claim,  right or remedy  which such
Guarantor may now have or hereafter  acquire  against the Borrowers  that arises
hereunder and/or from the performance by Guarantor hereunder including,  without
limitation,   any  claim,   remedy  or  right  of  subrogation,   reimbursement,
exoneration, contribution, indemnification, or participation in any claim, right
or  remedy  of  Beneficiaries  against  the  Borrowers  or  any  security  which
Beneficiaries now have or hereafter acquire, whether or not such claim, right or
remedy  arises in  equity,  under  contract,  by  statute,  under  common law or
otherwise.

     7. Releases.  Guarantor  consents and agrees that,  without notice to or by
Guarantor  and without  affecting  or  impairing  the  obligations  of Guarantor
hereunder,  Beneficiaries  may,  by action or  inaction,  compromise  or settle,
extend the period of  duration or the time for the  payment,  or  discharge  the
performance of, or may refuse to, or otherwise not enforce, or may, by action or
inaction,  release  all or any one or more  parties  to,  any one or more of the
Credit  Agreement,  the Note,  or any of the other Loan  Documents  or may grant
other indulgences to Borrowers in respect thereof, or may amend or modify in any
manner  and at any  time (or from  time to time)  any one or more of the  Credit
Agreement,  the Note, or any of the other Loan  Documents,  or may, by action or
inaction,  release or substitute any other guarantor,  if any, of the Guarantied
Obligations, or may enforce, exchange, release, or waive, by action or inaction,
any security for the Guarantied  Obligations  (including the  Collateral) or any
other guaranty of the Guarantied Obligations, or any portion thereof.

     8. No Election. Beneficiaries shall have the right to seek recourse against
Guarantor  to  the  fullest  extent  provided  for  herein  and no  election  by
Beneficiaries  to proceed in one form of action or  proceeding,  or against  any
party, or on any obligation,  shall constitute a waiver of Beneficiaries'  right


                                        7

<PAGE>



to  proceed  in  any other  form  of  action  or  proceeding  or  against  other
parties  unless  Beneficiaries  have  expressly  waived  such right in  writing.
Specifically, but without limiting the generality of the foregoing, no action or
proceeding  by  Beneficiaries  under any document or instrument  evidencing  the
Guarantied  Obligations shall serve to diminish the liability of Guarantor under
this   Guaranty   except  to  the  extent   that   Beneficiaries   finally   and
unconditionally  shall have  realized  indefeasible  payment  by such  action or
proceeding.

     9. Indefeasible Payment. The Guarantied Obligations shall not be considered
indefeasibly paid for purposes of this Guaranty unless and until all payments to
Beneficiaries  are no  longer  subject  to any  right on the part of any  person
whomsoever,  including  Borrowers,  Borrowers as debtors in  possession,  or any
trustee (whether appointed under the Bankruptcy Code or otherwise) of Borrowers'
assets to  invalidate or set aside such payments or to seek to recoup the amount
of such payments or any portion thereof,  or to declare same to be fraudulent or
preferential.  In the event  that,  for any  reason,  all or any portion of such
payments to  Beneficiaries  is set aside or  restored,  whether  voluntarily  or
involuntarily, after the making thereof, the obligation or part thereof intended
to be satisfied  thereby shall be revived and continued in full force and effect
as if said payment or payments had not been made and  Guarantor  shall be liable
for the full amount  Beneficiaries  are required to repay plus any and all costs
and expenses  (including  attorneys'  fees) paid by  Beneficiaries in connection
therewith.

     10. Financial Condition of Borrowers and Guarantor.

     a. Guarantor  represents and warrants to Beneficiaries that it is currently
informed of the financial  condition of Borrowers and of all other circumstances
which a diligent inquiry would reveal and which bear upon the risk of nonpayment
of the  Guarantied  Obligations.  Guarantor  further  represents and warrants to
Beneficiaries  that it has read and  understands the terms and conditions of the
Credit  Agreement,  the Note and the  other  Loan  Documents.  Guarantor  hereby
covenants that it will continue to keep itself informed of Borrowers'  financial
condition, the financial condition of other guarantors, if any, and of all other
circumstances  which bear upon the risk of nonpayment or  nonperformance  of the
Guarantied Obligations.

                                        8

<PAGE>

     b. Guarantor shall deliver to Agent Bank,  with  sufficient  copies thereof
for each of the Lenders,  promptly after the same are available,  copies of each
annual  report,  proxy or financial  statement or other report or  communication
that shall have been sent to the  stockholders  of Guarantor,  and copies of all
annual, regular,  periodic and special reports and registration statements which
Guarantor  shall  have  filed or be  required  to file with the  Securities  and
Exchange  Commission under Section 13 or 15(d) of the Securities Exchange Act of
1934.

     11. Intentionally omitted.

     12. Payments;  Application.  All payments to be made hereunder by Guarantor
shall be made in lawful  money of the  United  States of  America at the time of
payment, shall be made in immediately available funds, and shall be made without
deduction  (whether for taxes or  otherwise)  or offset.  All  payments  made by
Guarantor hereunder shall be applied as follows:  first, to all reasonable costs
and expenses (including  attorneys' fees) incurred by Beneficiaries in enforcing
this  Guaranty or in  collecting  the  Guarantied  Obligations;  second,  to all
accrued and unpaid  interest,  premium,  if any, and fees owing to Beneficiaries
constituting Guarantied Obligations; and third, to the balance of the Guarantied
Obligations.

     13. Guarantor agrees to pay Beneficiaries'  reasonable  out-of-pocket costs
and  expenses,  including,  but not  limited to,  legal fees and  disbursements,
incurred in any effort (which shall include those incurred in  investigations of
and advising on matters relating to the  Beneficiaries'  rights and remedies) to
collect or  enforce  any of sums owing  under this  Guaranty  whether or not any
lawsuit is filed. Until paid to the Beneficiaries'  such sums will bear interest
at the Default Rate set forth in the Credit Agreement.

     14. Costs to  Prevailing  Party.  If any action or proceeding is brought by
any party  against any other party under this  Guaranty,  the  prevailing  party
shall be entitled to recover such costs and attorney's fees as the court in such
action or proceeding may adjudge reasonable.

     15. Notices.  Unless otherwise  specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, sent by telefacsimile, telexed, or sent by courier
service  or United  States  mail and shall be  deemed  to have been  given  when


                                        9

<PAGE>



delivered  in  person  or  by  courier service,  upon receipt of a telefacsimile
or telex or five (5) Banking  Business  Days after  deposit in the United States
mail (registered or certified, with postage prepaid and properly addressed). For
the purposes  hereof,  the  addresses of the parties  hereto  (until notice of a
change  thereof is  delivered  as provided  in this  Section 15) shall be as set
forth below, or, as to each party, at such other address as may be designated by
such party in a written notice to all of the other parties:

                  If to Guarantor:                   Century Casinos, Inc.,
                                                     a Delaware corporation
                                                     26 South Tejon Street
                                                     Suite 203
                                                     Colorado Springs, CO  80903
                                                     Attn:  Norbert Teufelberger

                  With a copy to:                    Douglas R. Wright, Esq.
                                                     Parcel, Mauro, Hultin &
                                                     Spaanstra, P.C.
                                                     1801 California Street
                                                     Suite 3600
                                                     Denver, CO  80202-2636

                  If to Beneficiaries
                  c/o Agent Bank:                    Wells Fargo Bank,
                                                     National Association
                                                     Gaming Division
                                                     3800 Howard Hughes Parkway
                                                     Las Vegas, NV  89109

                                                     Attn: Dave Kramer, V.P.

                  With a copy to:                    Timothy J. Henderson, Esq.
                                                     Henderson & Nelson
                                                     164 Hubbard Way, Suite B
                                                     Reno, NV  89502

     16. Cumulative  Remedies.  No remedy under this Guaranty,  under the Credit
Agreement,  the Note,  or any Loan  Document is intended to be  exclusive of any
other remedy,  but each and every remedy shall be cumulative  and in addition to
any and  every  other  remedy  given  under  this  Guaranty,  under  the  Credit
Agreement,  the Note, or any other Loan Document,  and those provided by law. No
delay or omission by  Beneficiaries  to exercise  any right under this  Guaranty
shall impair any such right nor be construed to be a waiver thereof.

                                       10

<PAGE>



     No  failure  on the  part of  Beneficiaries  to  exercise,  and no delay in
exercising, any right under this Guaranty shall operate as a waiver thereof; nor
shall any single or partial  exercise of any right under this Guaranty  preclude
any other or further exercise thereof or the exercise of any other right.

     17.  Severability  of  Provisions.  Any provision of this Guaranty which is
prohibited or  unenforceable  under  applicable law, shall be ineffective to the
extent  of  such  prohibition  or  unenforceability   without  invalidating  the
remaining provisions hereof.

     18. Entire Agreement;  Amendments.  This Guaranty, together with the Credit
Agreement, the Payment Subordination Agreement and other Loan Documents to which
Guarantor is a party,  constitute  the entire  agreement  between  Guarantor and
Beneficiaries  pertaining to the subject matter contained herein.  This Guaranty
may not be altered,  amended,  or  modified,  nor may any  provisions  hereof be
waived or  noncompliance  therewith  consented  to, except by means of a writing
executed  by  Guarantor  and  Beneficiaries.  Any  such  alteration,  amendment,
modification, waiver, or consent shall be effective only to the extent specified
therein and for the specific  purpose for which given.  No course of dealing and
no delay or waiver of any right or default under this Guaranty shall be deemed a
waiver of any other,  similar  or  dissimilar,  right or  default  or  otherwise
prejudice the rights and remedies hereunder.

     19.  Successors and Assigns.  This Guaranty shall be binding upon Guarantor
and its  successors and assigns and shall inure to the benefit of the successors
and assigns of Beneficiaries; provided, however, Guarantor shall not assign this
Guaranty or delegate any of its duties hereunder  without  Beneficiaries'  prior
written consent and any unconsented to assignment  shall be absolutely  void. In
the event of any  assignment or other transfer of rights by  Beneficiaries,  the
rights and benefits  herein  conferred upon  Beneficiaries  shall  automatically
extend to and be vested in such assignee or other transferee.

     20. Choice of Law and Venue; Service of Process.

     THE  VALIDITY  OF THIS  GUARANTY,  ITS  CONSTRUCTION,  INTERPRETATION,  AND
ENFORCEMENT, AND THE RIGHTS OF GUARANTOR AND BENEFICIARIES,  SHALL BE DETERMINED
UNDER,  GOVERNED BY, AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE
STATE OF NEVADA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. ALL JUDICIAL

                                       11

<PAGE>



PROCEEDINGS  BROUGHT AGAINST  GUARANTOR  WITH  RESPECT  TO  THIS GUARANTY MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT  JURISDICTION IN THE STATE OF
NEVADA, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY,  GUARANTOR ACCEPTS,  FOR
ITSELF AND IN CONNECTION  WITH ITS ASSETS,  GENERALLY AND  UNCONDITIONALLY,  THE
NONEXCLUSIVE  JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY FINAL JUDGMENT  RENDERED  THEREBY IN CONNECTION  WITH THIS GUARANTY
FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE.

     21. Arbitration.

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

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

     c. No provision  of, nor the exercise of any rights under this  arbitration
clause shall limit the rights of any party, and the parties shall have the right
during any Dispute,  to seek, use and employ ancillary or preliminary  remedies,
judicial  or  otherwise,   for  the  purposes  of  realizing  upon,  preserving,
protecting or foreclosing upon any property, real or personal, which is involved
in a Dispute, or which is subject to, or described in, the Documents, including,
without limitation, rights and remedies relating to: (i) foreclosing against any
real or personal  property  collateral  or other  security by the  exercise of a
power of sale under the Security  Documentation  or other security  agreement or
instrument,  or applicable law, (ii) exercising  self-help  remedies  (including
setoff  rights) or (iii)  obtaining  provisional  or ancillary  remedies such as
injunctive relief, sequestration,  attachment, garnishment or the appointment of
a receiver from a court having jurisdiction before, during or after the pendency


                                       12

<PAGE>


of any arbitration.  The institution and  maintenance  of an action for judicial
relief or pursuit of provisional or ancillary  remedies or exercise of self-help
remedies shall not constitute a waiver of the right of any party,  including the
plaintiff,  to submit the Dispute to  arbitration  nor render  inapplicable  the
compulsory arbitration provision hereof.

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

     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Guaranty as of the day and year first written above.


CENTURY CASINOS, INC.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

                                       13
<PAGE>

EXHIBIT C
                                     FORM OF
                               NOTICE OF BORROWING


     TO:  WELLS FARGO BANK, National Association,  in its capacity as Agent Bank
          under that certain  Credit  Agreement,  dated as of March 31, 1997 (as
          amended,  supplemented  or otherwise  modified from time to time,  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"),  the Lenders  therein  named  (each,
          together with their  respective  successors and assigns,  individually
          being referred to as a "Lender" and collectively as the "Lenders") and
          WELLS  FARGO  BANK,  National   Association,   as  administrative  and
          collateral agent for the Lenders (herein, in such capacity, called the
          "Agent Bank" and, together with the Lenders,  collectively referred to
          as the  "Banks").  Capitalized  terms used herein  without  definition
          shall have the  meanings  attributed  to them in  Section  1.01 of the
          Credit Agreement.

     Pursuant  to  Section  2.03(a)  of the  Credit  Agreement,  this  Notice of
Borrowing  represents  Borrowers'  request  for a  Borrowing  to be  advanced on
_____________,  19___ (the "Funding  Date") from the Lenders (each to advance in
proportion to their respective Syndication Interests) in the aggregate principal
amount of  ________________________________________.  Proceeds of such Borrowing
are to be disbursed on the Funding Date in  immediately  available  funds to the
Designated  Deposit  Account at Agent Bank's Main Branch at  __________________,
_______, Nevada, Account No. _________________.

     Borrowers  hereby  certify  that  (i) the  representations  and  warranties
contained in Article IV of the Credit  Agreement,  in each of the Loan Documents
and in the Environmental  Certificate (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),  shall be true and correct in
all material  respects on and as of the Funding Date as though made on and as of
the Funding 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; (ii) no Default or Event of Default has occurred and
is  continuing  under the Credit  Agreement  or any other Loan  Document or will


<PAGE>


result  from  the  making  of  the requested Borrowing; (iii) Borrowers have and
shall have satisfied all conditions  precedent under Article III B of the Credit
Agreement required to be performed by them on or before the Funding Date (unless
otherwise waived pursuant to the terms of the Credit Agreement);  (iv) since the
date of the most recent  audited  financial  statements  referred to in Sections
3.19 and 5.08(b) of the Credit Agreement,  no Material Adverse Change shall have
occurred;  and (v) the  aggregate of all  Borrowings  does not (and after giving
effect to the  requested  Borrowing,  will not) exceed the Maximum  Availability
then in effect.

     Borrowers  further  certify that as of the Funding Date,  without regard to
the requested Borrowing:

     A.   The Maximum Permitted Balance is $__________

     B.   The Funded Outstandings are $__________

     C.   The Maximum Availability (A minus B) is $__________

     The  Borrowers  have  caused this Notice of  Borrowing  to be executed  and
delivered,  and the certification and warranties contained herein to be made, by
its Authorized Officer this ____ day of _____________, 199__.




WMCK VENTURE CORP., a
Delaware corporation,
CENTURY CASINOS CRIPPLE
CREEK, INC., a Colorado
corporation and WMCK
ACQUISITION CORP., a
Delaware corporation


Name:______________________

Title: Authorized Officer

Print
Name:______________________


                                      - 2 -

<PAGE>

EXHIBIT D

                        AUTHORIZED OFFICER'S CERTIFICATE
                                       OF
                               WMCK VENTURE CORP.,
                             A DELAWARE CORPORATION,
                      CENTURY CASINOS CRIPPLE CREEK, INC.,
                           A COLORADO CORPORATION AND
                             WMCK ACQUISITION CORP.,
                             A DELAWARE CORPORATION

     The undersigned  hereby certify that the following  persons  currently have
been authorized to act on behalf of WMCK VENTURE CORP., a Delaware  corporation,
CENTURY CASINOS CRIPPLE CREEK, INC., a Colorado corporation and WMCK ACQUISITION
CORP.,  a Delaware  corporation  (collectively  the  "Borrowers"),  holding  the
positions indicated next to their names, that the signatures  appearing opposite
their names below are true and genuine signatures of such persons, and that each
of such persons  shall be deemed an  "Authorized  Officer" as defined in and for
the purposes used in connection with the Credit  Agreement (as may be amended or
modified  from  time to  time,  the  "Credit  Agreement"),  dated as of the date
hereof,  executed by and among the Borrowers,  the Lenders  therein named (each,
together  with their  respective  successors  and  assigns,  individually  being
referred to as a "Lender" and  collectively  as the  "Lenders")  and WELLS FARGO
BANK,  National  Association,  as  administrative  and collateral  agent for the
Lenders (herein,  in such capacity,  called the "Agent Bank" and,  together with
the  Lenders,  collectively  referred to as the  "Banks"),  and such  Authorized
Officers are  authorized  to deliver on behalf of the  Borrowers  the Notices of
Borrowings,  Compliance Certificates and all other notices,  requests,  reports,
consents, certifications and authorizations on behalf of the Borrowers under the
Credit  Agreement,  and have been duly  authorized  by each of the  Borrowers as
"Authorized  Officers"  for all  purposes  under the Credit  Agreement  and each
related Loan Document.

     All capitalized  terms used but not otherwise  defined in this  Certificate
shall have the same meanings as set forth in the Credit Agreement.


<PAGE>


                                     POSITION
                                    IN EACH OF
    NAME                            BORROWERS                       SIGNATURE
--------------------------------------------------------------------------------
Norbert Teufelberger             CFO*/Secretary          /s/Norbert Teufelberger

James D. Forbes                  President               /s/James D. Forbes

Larry Hannappel                  CFO**/Treasurer         /s/Larry Hannappel

*CFO of Century Casinos Cripple Creek, Inc. and WMCK Acquisition Corp only.
**CFO and Treasurer of WMCK Venture Corp only.

     IN WITNESS  WHEREOF,  the undersigned  secretaries of each of the Borrowers
have executed the foregoing  Certificate on behalf of Borrowers as of the 31
day of March, 1997.


BORROWERS:

WMCK VENTURE CORP.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

CENTURY CASINOS CRIPPLE
CREEK, INC.,
a Colorado corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

WMCK ACQUISITION
CORP., a Delaware
corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

                                      - 2 -

<PAGE>
EXHIBIT E

                               CLOSING CERTIFICATE


     TO:  WELLS FARGO BANK, National Association,  in its capacity as Agent Bank
          under that certain  Credit  Agreement,  dated as of March 31, 1997 (as
          amended,  supplemented  or otherwise  modified from time to time,  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"),  the Lenders  therein  named  (each,
          together with their  respective  successors and assigns,  individually
          being referred to as a "Lender" and collectively as the "Lenders") and
          WELLS  FARGO  BANK,  National   Association,   as  administrative  and
          collateral agent for the Lenders (herein, in such capacity, called the
          "Agent Bank" and, together with the Lenders,  collectively referred to
          as the  "Banks").  Capitalized  terms used herein  without  definition
          shall have the  meanings  attributed  to them in  Section  1.01 of the
          Credit Agreement.

     THE UNDERSIGNED,  as Authorized  Officers of Borrowers,  do hereby make the
following  certifications  effective as of the Closing Date  pursuant to Article
III of the Credit Agreement:

     (a) the  representations  and  warranties  contained  in  Article IV of the
Credit  Agreement and contained in each of the other Loan Documents are true and
correct on and as of the Closing  Date in all  material  respects as though such
representations and warranties had been made on and as of the Closing Date;

     (b) Since the date of the most recent financial  statements  referred to in
Sections 3.19 and 5.08(b) of the 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 (i) has  occurred and is  continuing  or (ii) would occur as a
result of any Borrowing contemplated under the Credit Agreement,  or (iii) would
result from the making thereof,  which (in the case of (i), (ii) or (iii) above)
constitutes  a  Default  or Event  of  Default  under  the  terms of the  Credit
Agreement;

<PAGE>



     (d) Borrowers have, as of the Closing Date, performed and complied with all
agreements  and conditions  that are contained in the Credit  Agreement and that
the Credit Agreement  requires  Borrowers to perform and comply with prior to or
as of the Closing Date;

     (e) The Credit  Agreement,  the Note and the other Loan Documents have been
duly authorized by all necessary  action of each  Borrower's  Board of Directors
and have been  executed  and  delivered  on behalf  of each  Borrower  by a duly
authorized representative thereof; and

     (f)  Concurrently  herewith,  Borrowers have delivered to Agent Bank a true
and  correct  copy of the  articles of  incorporation  and bylaws of each of the
Borrowers, together with all amendments thereto adopted through the date hereof.

     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand as of the  31st day of
March, 1997.


WMCK VENTURE CORP.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

CENTURY CASINOS CRIPPLE
CREEK, INC., a Colorado
corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

WMCK ACQUISITION
CORP., a Delaware
corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director
                                      - 2 -


<PAGE>

EXHIBIT F
                             COMPLIANCE CERTIFICATE


TO:      WELLS FARGO BANK, National Association,
         as Agent Bank

     Reference is made to that certain Credit  Agreement,  dated as of March 31,
1997 (as amended,  supplemented  or otherwise  modified  from time to time,  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"),  and WELLS FARGO
BANK,  National  Association,  as  administrative  and collateral  agent for the
Lenders (herein,  in such capacity,  called the "Agent Bank" and,  together with
the Lenders,  collectively  referred to as the  "Banks").  Terms  defined in the
Credit  Agreement  and not  otherwise  defined  in this  Compliance  Certificate
("Certificate")  shall have the  meanings  defined and  described  in the Credit
Agreement.  This Certificate is delivered in accordance with Section 5.08(b) and
(e) 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 FF&E
         sold or disposed and 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                                              $______________




<PAGE>





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.       Other Real Property (Section 5.06):
         -------------------
         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.                             ______________

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 Banks
         under Section 5.16.                                     ______________

G.       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).                                              ______________


                                      - 2 -

<PAGE>

H.       Compliance with Golden Horseshoe
         --------------------------------
         Lease (Section 5.23): 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.                                       ______________

I.       Payment Restriction on BGP Note
         (Section 5.25): Report the amount of any payments made on the BGP Note:

         Interest                                                $_____________

         Principal (nonpermitted)                                $_____________


                                       II.

                               FINANCIAL COVENANTS


A.       Minimum Annual EBITDA (Section 6.01):

         To be  calculated  with  respect  to the  Borrower  Consolidation  on a
         cumulative  basis with respect to the Fiscal  Quarter  under review and
         the most recently ended three (3) preceding  Fiscal  Quarters on a four
         (4) Fiscal  Quarter  basis  commencing  with the first  Fiscal  Quarter
         beginning April 1, 1997

         a.       Net Income                                      $____________

         b.       Plus Interest Expense (accrued
                  and capitalized) to the extent
                  deducted in the determination
                  of Net Income                                 + $____________


                                      - 3 -

<PAGE>


         c.       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                                 + $____________

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

         e.       TOTAL ANNUAL EBITDA                             $____________
                  (a + b + c + d)

         Minimum Annual EBITDA Required                           $5,000,000.00

B.       Minimum Capital Expenditures
         (Section 6.02):  To be reported with
         respect to the Borrower
         Consolidation for each Fiscal Year,
         commencing with the Fiscal Year
         beginning on January 1, 1997:

         a.       With respect to the Casino
                  Facilities set forth the
                  aggregate amount of Capital
                  Expenditures during the Fiscal
                  Year under review.                              $____________

         b.       Set forth that portion of the
                  aggregate amount of Capital
                  Expenditures which were Non-
                  Financed Capital Expenditures                   $____________

                  Minimum aggregate Capital
                  Expenditures during period
                  beginning April 1, 1997 through                 $  187,500.00
                  December 31, 1997 are

                  Minimum aggregate Capital
                  Expenditures on and after
                  January 1, 1998 are                             $  250,000.00

                  Maximum Non-Financed Capital
                  Expenditures are                                $  500,000.00


                                      - 4 -

<PAGE>


C.       TFCC Ratio (Section 6.03):  To be
         ----------
         calculated with respect to the
         Borrower Consolidation, commencing
         with the Fiscal Quarter beginning
         July 1, 1997, on a cumulative basis
         with respect to each Fiscal Quarter
         and the most recently ended three
         (3) preceding Fiscal Quarters on a
         rolling four (4) Fiscal Quarter
         basis, unless otherwise noted:

         Numerator:                                               $____________

         (a)      Net profit after cash taxes                     $____________

         (b)      Plus Interest Expense (accrued
                  and capitalized)                              + $____________

         (c)      Plus depreciation and
                  amortization                                  + $____________

         (d)      Minus Dividends and
                  Distributions paid                            - $____________

         (e)      Minus Non-Financed Capital
                  Expenditures incurred during
                  the period under review                       - $____________

         (f)      TOTAL NUMERATOR
                  (a + b + c - d - e)                             $____________

         Denominator:                                           /

         (g)      Interest Expense actually paid                  $____________

         (h)      Plus current portion of
                  scheduled principal payments on
                  long term debt and Capitalized
                  Lease Liabilities                             + $____________

         (i)      Plus actual interest and
                  principal paid (without
                  duplication) on Subordinated
                  Debt                                          + $____________

         (j)      TOTAL DENOMINATOR
                  (g + h + i)                                     $____________

         TFCC Ratio (f / j)                                       :1

         Minimum TFCC Ratio shall be no less
         than                                                     1.20 to 1.00


                                      - 5 -

<PAGE>


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                              $6,000,000.00

         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                  $_____________

                  Maximum Permitted                              $   100,000.00

         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

F.       Contingent Liabilities (Section
         6.06):  Describe any Contingent
         Liabilities incurred by Borrowers
         which are not permitted by
         Section 6.06                                            ______________


                                      - 6 -

<PAGE>

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.       Ratio of Guarantor Funded Debt to
         Borrower Consolidation EBITDA Ratio
         (Section 6.10):

         Guarantor FUNDED DEBT

         To be  calculated  with respect to the  Guarantor as of the last day of
         the Fiscal Quarter set forth above:

         a.       The daily average during the
                  last month of the period under
                  review of both long-term and
                  current portions (without
                  duplication) of all interest
                  bearing Indebtedness and
                  Capitalized Lease Liabilities                   $____________

         b.       Plus the total, as of the last
                  day of the period under review,
                  of all Contingent Liabilities
                  (other than the Guaranty)                     + $____________

         c.       TOTAL FUNDED DEBT                               $____________
                  (a + b)

                  Divided (/) by                                  /

         Borrower Consolidation EBITDA (enter
         Total Annual EBITDA from II A(e))                        $____________

         Ratio of Guarantor Funded Debt to
         Borrower Consolidation EBITDA                            :1.0

         Maximum Permitted:                                        4.00:1.00


                                      - 7 -

<PAGE>

K.       ERISA (Section 6.11): Describe on a
         separate sheet any matters requiring
         advice to Banks under Section 6.11                      ______________

L.       Margin Regulations (Section 6.12):
         ------------------
         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.                                                  $_____________

M.       No Subsidiaries (Section 6.13):  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 6.13 of the Credit                         yes/no
         Agreement.

N.       Transactions with Affiliates
         (Section 6.14): Describe on a
         separate sheet any matters requiring
         advice to Banks under Section 6.14.                      _____________


                                      III.

                            NONUSAGE FEE CALCULATION


(Section  2.07b):  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                  $_____________

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

         c.       Amount of Nonusage                             $_____________
                  (a minus b)


                                      - 8 -

<PAGE>


         d.       Nonusage Percentage                             .50%

         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.

                           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.  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.

                                       V.

                           NO MATERIAL ADVERSE CHANGE

     

                                      - 9 -

<PAGE>


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

     DATED this ____ day of _____________, 199__.


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______________________


                                     - 10 -


<PAGE>

EXHIBIT H

                  ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
                                     (Form)


     THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT ("Assignment") is made as
of the ____________ day   of    _____________,    199__,    by    and    between
________________________________  (hereinafter referred to as "Assignor"), party
of the first part, and ______________________________(hereinafter referred to as
"Assignee"), party of the second part.

                                RECITALS:

     A.  Reference is made to that certain Credit  Agreement,  dated as of March
31, 1997 (as amended,  supplemented or otherwise modified from time to time, 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  ("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")  and Wells Fargo
Bank,  National  Association,  as  administrative  and collateral  agent for the
Lenders (herein,  in such capacity,  called the "Agent Bank" and,  together with
the Lenders, collectively referred to as the "Banks").

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

     C. As of the  date of this  Assignment  and as of the  Effective  Date,  as
hereinafter  defined,  but before giving effect to the  assignment  contemplated
hereby,  Assignor is and shall be the owner and holder of a ___________  percent
(____%) Syndication Interest in the Credit Facility.

     D. As of the Effective Date, as hereinafter  defined,  Assignor  desires to
assign to Assignee and Assignee desires to assume a ____________ percent (____%)
Syndication Interest in the Credit Facility.

<PAGE>



     E. This  Assignment  is made,  executed and  delivered  pursuant to Section
11.10 of the Credit Agreement and shall also constitute  notice to Borrowers and
Agent Bank of the  assignment  and  delegation  to Assignee  of the  Syndication
Interest particularly described hereinbelow.

     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 as follows:

     1. As of the Effective Date, as hereinafter  defined,  Assignor does hereby
transfer, convey, set over and assign unto Assignee, without recourse,  warranty
or  representation  other  than as set forth in  Paragraph  5  hereinbelow  (the
"Assigned Interest"), $________________ of the outstanding unpaid balance of the
Credit  Facility  representing  an undivided  _______________  percent  (_____%)
Syndication Interest in the Credit Facility.

     2. From and after the Effective Date, Assignee shall and does hereby assume
and agree to perform all of the  promises  and  covenants  of Assignor as to the
Assigned Interest  particularly  described in Paragraph 1 hereinabove arising or
performable  from and after the Effective  Date and further  agrees to indemnify
and hold  Assignor  harmless  from any and all  liabilities,  damages,  costs or
expenses  which  Assignor may incur by reason of the failure of Assignee to fund
or perform  any  obligation  of Assignor as to the  Assigned  Interest  assigned
hereunder  arising or performable  from and after the Effective Date at the time
and in the manner set forth in the Loan  Documents,  and does  further  agree to
assume and be bound by each and every term,  condition,  provision  and covenant
contained in the Credit  Agreement and each of the Loan Documents,  effective as
of the  Effective  Date,  to the same  extent  and  manner  as if  Assignee  had
originally  been named in the Credit  Agreement as a Lender holding the Assigned
Interest therein and Assignee shall be deemed to be a Lender party to the Credit
Agreement for all purposes thereof.

     3. The  "Effective  Date" as used  herein  shall mean  ___________,  199__,
provided that each of the following  conditions precedent have been satisfied on
or before the  Effective  Date:  (a) Assignor and Assignee  have  executed  this
Assignment,  (b)  Borrowers  and Agent Bank have joined in the execution of this
Assignment for the purpose of evidencing  their  respective  acknowledgment  and
consent to the  assignment  by  Assignor  of the  Assigned  Interest in favor of


                                        2

<PAGE>



Assignee,  (c) Assignee has  delivered to Assignor  ____________________________
Dollars ($________________) in immediately available funds, and (d) Assignee has
delivered to Agent Bank in  immediately  available  funds the Two Thousand  Five
Hundred Dollar  ($2,500.00)  assignment fee in accordance with Section 11.10b of
the Credit  Agreement.  Interest  accrued but remaining unpaid on the portion of
the outstanding  principal  balance under the Credit Facility which is allocable
to the  Assigned  Interest  assigned  hereby and is owing to  Assignor as of the
Effective  Date shall be prorated to the  Effective  Date and disbursed by Agent
Bank to Assignor and Assignee,  as applicable,  from the next payment of accrued
interest under the Note.

     4. On the Effective Date, the respective aggregate Syndication Interests in
the  Credit  Facility  shall  be as  set  forth  on  the  Schedule  of  Lenders'
Proportions in Credit Facility,  a copy of which is marked  "Schedule  2.01(a)",
affixed hereto and by this reference incorporated herein and made a part hereof,
which shall  restate the  Schedule of Lenders'  Proportions  in Credit  Facility
attached  as  Schedule  2.01(a)  to  the  Credit  Agreement,  and  all  previous
amendments  and  restatements  thereof,  for the purpose of showing the Assigned
Interest  as a  decrease  in  Assignor's  applicable  Syndication  Interest  and
evidencing Assignee's applicable Syndication Interest in the Credit Facility.

     5. Assignor represents and warrants that:

     a.  (i) it is the  owner  of  the  Assigned  Interest  being  assigned  and
transferred  hereunder free and clear of any liens or other charges of any kind,
(ii) it is duly  organized  and existing and has the full power and authority to
take, and has taken, all action necessary to execute and deliver this Assignment
and any other documents  required or permitted to be executed or delivered by it
in connection  with this  Assignment and to fulfill its  obligations  hereunder,
(iii) no notices to, or consents, authorizations or approvals of, any Person are
required  (other  than  any  already  given  or  hereby  obtained)  for  its due
execution,  delivery  and  performance  of this  Assignment,  and apart from any
agreements  or  undertaking  or filings  required  by the Credit  Agreement,  no
further  action by, or notice to, or filing  with,  any Person is required of it
for such execution,  delivery or performance;  and (iv) this Assignment has been
duly executed and delivered by it and constitutes  its legal,  valid and binding
obligations,  enforceable  against  it in  accordance  with  the  terms  hereof,
subject,   as   to   enforcement,   to   bankruptcy,   insolvency,   moratorium,
reorganization  and other laws of general  application  relating to or affecting
creditors' rights and to general equitable principles.

                                        3

<PAGE>





     b.   Assignor   makes  no   representation   or  warranty  and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made in or in connection with the Credit  Agreement or the execution,  legality,
validity,  enforceability,  genuineness,  sufficiency  or  value  of the  Credit
Agreement,  the Loan  Documents or any other  instrument  or document  furnished
pursuant  thereto.  Assignor makes no  representation  or warranty in connection
with,  and assumes no  responsibility  with respect to, the solvency,  financial
condition or statements of the Borrowers or the performance or observance by the
Borrowers of any of their respective obligations under the Credit Agreement, the
Loan  Documents or any other  instrument  or document  furnished  in  connection
therewith.

     6. Assignee represents and warrants that:

     a.  (i) it is  duly  organized  and  existing  and it has  full  power  and
authority to take,  and has taken,  all action  necessary to execute and deliver
this Assignment and any other documents  required or permitted to be executed or
delivered  by  it in  connection  with  this  Assignment,  and  to  fulfill  its
obligations  hereunder;  (ii) no  notices  to, or  consents,  authorizations  or
approvals of, any person are required (other than any already given or obtained)
for its due execution,  delivery and performance of this  Assignment;  and apart
from any agreements or undertakings or filings required by the Credit Agreement,
no further action by, or notice to, or filing with, any person is required of it
for such  execution,  delivery or  performance;  (iii) this  Assignment has been
fully executed and delivered by it and constitutes its legal,  valid and binding
obligations,  enforceable  against  it in  accordance  with  the  terms  hereof,
subject,   as   to   enforcement,   to   bankruptcy,   insolvency,   moratorium,
reorganization  and other laws of general  application  relating to or affecting
creditors' rights and to general equitable  principles;  and (iv) it is eligible
under the  Credit  Agreement  to be an  assignee  in  accordance  with the terms
hereof.

     b. (i) under  applicable  law and  treaties  no tax will be  required to be
withheld by Borrowers or any Bank with respect to any payments to be made to the
Assignee  under  the  Credit  Agreement,  (ii) it agrees  to  furnish  (if it is
organized under the laws of any jurisdiction other than the

                                        4

<PAGE>



United States or any State thereof) to the Agent Bank and the Borrowers prior to
the time that the Agent Bank or  Borrowers  are  required to make any payment of
principal,  interest or fees hereunder,  duplicate  executed  original of either
U.S.  Internal  Revenue Service Form 4224 or U.S.  Internal Revenue Service Form
1001 (wherein the Assignee  claims  entitlement  to the benefits of a tax treaty
that provides for a complete  exemption from U.S. federal income withholding tax
on all payments hereunder) and agrees to provide new Forms 4224 or 1001 upon the
expiration  of  any  previously  delivered  form  or  comparable  statements  in
accordance with applicable U.S. law and regulations and amendments thereto, duly
executed  and  completed  by the  Assignee,  and (iii) agrees to comply with all
applicable  U.S.  laws and  regulations  with  regard  to such  withholding  tax
exemption.

     7. The Assignee (a) acknowledges  that it has received a copy of the Credit
Agreement  and the Loan  Documents,  together  with  copies  of the most  recent
financial  statements  referred to in Section 5.08 of the Credit Agreement,  and
such other  documents and  information as it has deemed  appropriate to make its
own credit and legal  analysis and decision to enter into this  Assignment;  (b)
agrees that it will,  independently and without reliance upon the Assignor,  the
Agent Bank or any other Lender and based on such documents and information as it
shall deem  appropriate  at the time,  continue to make its own credit and legal
decisions  in taking or not taking  action under the Credit  Agreement;  and (c)
appoints  and  authorizes  the Agent  Bank to take  such  action as agent on its
behalf and to exercise  such powers under the Credit  Agreement as are delegated
to the  Agent  Bank by the  terms  thereof,  together  with  such  powers as are
reasonably incidental thereto.

     8.  Assignee  hereby  advises  Borrowers  and Agent  Bank of the  following
administrative details with respect to the Assigned Interest:

                           Assignee:

                           a.       Address for notices:

                                    ============================
                                    ============================

                                        5

<PAGE>



                           b.       Telephone:

                                    ----------------------------

                           c.       Facsimile:

                                    ----------------------------

                           d.       Payment (wire) instructions:

                                    ============================
                                    ----------------------------

     9.  Borrowers and Agent Bank join in the execution of this  Assignment  for
the purpose of evidencing and  acknowledging  their  respective  consents to the
transfer by Assignor to Assignee of the Assigned Interest and agree to recognize
Assignee as a Lender under the Credit  Agreement and each of the Loan  Documents
to the same extent as if Assignee were  originally  named as a Lender therein as
to the Assigned Interest.  Borrowers and Agent Bank further agree that as of the
Effective Date and  consummation  of each of the items  specified in Paragraph 3
hereinabove,  Assignor shall be and is hereby fully released and discharged from
all liabilities,  responsibilities  and obligations with respect to the Assigned
Interest hereby assigned arising or performable on and after the Effective Date.

     10.  Any  interest,  commissions,  fees and other  payments  accrued to but
excluding  the  Effective  Date with  respect to the  Assigned  Interest  hereby
assigned  shall be for the account of  Assignor.  Any  interest,  fees and other
payments  accrued on and after the  Effective  Date with respect to the Assigned
Interest hereby  assigned shall be for the account of the Assignee.  Each of the
Assignor and the  Assignee  agree that it will hold in trust for the other party
any interest and other  amounts which it may receive to which the other party is
entitled pursuant to the preceding  sentence and pay to the other party any such
amounts which it may receive promptly upon receipt.

     11.  This  Assignment  may be signed in any  number  of  counterparts,  and
signatures  to  all  counterparts  thereto,   when  assembled  together,   shall
constitute  signatures to this entire  agreement  with the same effect as if all
signatures were on the same document.

                                        6

<PAGE>



     12. This Assignment shall, in all respects,  be governed by the laws of the
State of Nevada  and if any action is taken to enforce  the terms  hereof,  such
action shall be commenced and maintained within the State of Nevada.

     13. Any amendment or waiver of any provision of this Assignment shall be in
writing and signed by the parties  hereto.  No failure or delay by either  party
hereto in exercising any right, power or privilege  hereunder shall operate as a
waiver thereof and any waiver of any breach of the provisions of this Assignment
shall be without  prejudice  to any rights with  respect to any other or further
breach thereof.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  the  foregoing
Assignment as of the day and year first above written.

ASSIGNOR:

____________________________


By__________________________

Title_______________________


ASSIGNEE:

____________________________


By__________________________

Title_______________________


                                        7

<PAGE>


     Borrowers  and Agent Bank hereby join in the  execution of this  Assignment
for the purpose of evidencing and acknowledging  their respective consent as set
forth in Paragraph 9 above.

     DATED as of the ____ day of _______________, 199__.



BORROWERS:

WMCK VENTURE CORP.,
a Delaware corporation,
CENTURY CASINOS CRIPPLE
CREEK, INC., a Colorado
corporation and WMCK
ACQUISITION CORP.,
a Delaware corporation



By_________________________

Name_______________________

Title: Authorized Officer


AGENT BANK:

WELLS FARGO BANK,
National Association


By_________________________

Name_______________________

Title______________________



                                        8

<PAGE>

EXHIBIT I
                                     PAYMENT
                             SUBORDINATION AGREEMENT


     THIS PAYMENT SUBORDINATION  AGREEMENT (the "Agreement") is made and entered
into  this 31st day of  March,  1997,  by and among  Century  Casinos,  Inc.,  a
Delaware corporation  (hereinafter  referred to as "Subordinator") and delivered
to Wells Fargo Bank,  National  Association,  as  administrative  and collateral
agent  ("Agent  Bank") on behalf of itself and each of the  Lenders  hereinafter
described.

                                    RECITALS:

     WHEREAS:

     A. As of the date of this Agreement, there is outstanding and owing by WMCK
Venture  Corp.,  a  Delaware   corporation   (the   "Company")  to  Subordinator
indebtedness  in the  aggregate  amount of Six Million  One  Hundred  Ninety-One
Thousand  Dollars  ($6,191,000.00)  (together  with the  interest  thereon,  the
"Subordinated  Debt") evidenced by that certain unsecured  Promissory Note dated
June 27, 1996, as amended by an Assignment,  Assumption and Amendment  Agreement
dated  March 31,  1997 (the  "Subordinated  Note"),  copies of which are  marked
"Exhibit A", affixed hereto and by this reference incorporated herein and made a
part hereof.

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

     1. The Company together with WMCK Acquisition Corp., a Delaware corporation
and Century Casinos Cripple Creek, Inc., a Colorado  corporation,  as Borrowers,
and Subordinator, as Guarantor, have entered into a Credit Agreement dated as of
March 31, 1997 (as may be amended,  modified or supplemented  from time to time,
the "Credit  Agreement")  with the Lenders  therein  named (each,  together with
their  respective  successors and assigns,  individually  being referred to as a
"Lender" and  collectively  as the  "Lenders"),  and Wells Fargo Bank,  National
Association,  as administrative and collateral agent for the Lenders (herein, in
such  capacity,  called  the  "Agent  Bank"  and,  together  with  the  Lenders,
collectively referred to as the "Banks"), under the terms of which Lenders agree
to  establish  and  fund a  reducing  revolving  credit  facility  (the  "Credit


<PAGE>

Facility")  in  the  initial  aggregate  principal  amount  of  Thirteen Million
Dollars  ($13,000,000.00) at any time outstanding,  all subject to the terms and
conditions set forth in the Credit  Agreement.  The Credit Facility is evidenced
by a Revolving  Credit Note (the "Bank Note") in the  principal  sum of Thirteen
Million Dollars  ($13,000,000.00)  executed by the Company, payable to the order
of Agent Bank on behalf of Lenders.

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

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

     (a) Prior to April 1, 1998,  demand or  receive  any  payment of  principal
whatsoever,  directly  or  indirectly,  from the  Company  or  otherwise  on the
Subordinated Note at any time; or

     (b)  Subsequent  to April 1, 1998,  receive  any  payment of  principal  or
interest, directly or indirectly, on the Subordinated Note, if:

     (i) a Default or Event of  Default,  as  defined  in the Credit  Agreement,
shall have occurred and is continuing under any Bank Debt; or

     (ii) the making of such payment would create a Default or Event of Default,
as defined in the Credit Agreement; or

     c. Pay any  interest  on the  Subordinated  Note in advance or prior to the
date such interest is due; or

     d. Increase the rate of interest on the Subordinated Note without the prior
written consent of Agent Bank.

                                      - 2 -

<PAGE>


     4. The  subordination  provisions  set forth  hereinabove  are made for the
benefit of Banks and it is understood by Company and by Subordinator  that Banks
will take certain actions in reliance upon such subordination  provisions. It is
further  understood  that  Banks'  reliance  upon the  referenced  subordination
provisions  shall not constitute a waiver by Banks of their right to insist upon
strict  compliance  with all  provisions  of the Credit  Agreement  and with all
provisions  of  the  Loan  Documents  as  particularly  defined  by  the  Credit
Agreement.

     5. (a) In the event of:

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

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

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

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

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

     The Subordinator  shall file in any bankruptcy or other proceeding in which
the filing of claims is required by law, all claims which the  Subordinator  may
have against the Company relating  to  any Subordinated Debt and  will assign to

                                      - 3 -

<PAGE>



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

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

     (c) The Bank Debt shall not be deemed to have been paid in full  unless the
holder thereof shall have  indefeasibly  received cash in lawful currency of the
United States of America equal to the amount of Bank Debt then outstanding.

     (d) The Subordinator will take such action (including,  without limitation,
the execution and filing of a financing statement with respect to this Agreement
and  including  the  execution,  verification,  delivery and filing of proofs of
claim, consents, assignments or other instructions which the holder of Bank Debt
may require in order to prove and realize  upon any rights or claims  pertaining


                                      - 4 -

<PAGE>



to   Subordinated   Debt   and   to  effectuate   the   full   benefit  of   the
subordination  contained herein) as may, in the opinion of counsel designated by
the Agent Bank, be necessary or appropriate to assure the  effectiveness  of the
subordination effected by these provisions.

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

     6. Subject to the terms of the Credit Agreement:

     (a) This Agreement  shall continue in effect so long as any Bank Debt shall
remain  unpaid and no action  that the  holder of the Bank Debt or the  Company,
with or without the written  consent of the holder of the Bank Debt, may take or
refrain from taking with respect to any Bank Debt, any  instrument  representing
the same, any  Collateral  therefor,  or any agreement or agreements,  including
guaranties,  in  connection  therewith,  shall  affect  this  Agreement  or  the
obligations of the Subordinator  hereunder. So long as this Agreement remains in
effect,  Subordinator  shall  deliver to Agent Bank the true,  genuine  and duly
executed  originals of all promissory notes  evidencing the  Subordinated  Debt.
Upon  full and  indefeasible  payment  of the Bank Debt and  termination  of the
Company's right to borrow advances under the Credit Agreement,  Agent Bank shall
return  to  Subordinator   all  promissory  notes  held  by  it  evidencing  the
Subordinated Debt.

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

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

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

                                      - 5 -

<PAGE>




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

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

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

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

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

     Without limiting the generality of the foregoing,  the Subordinator  hereby
consents  to and  agrees  that  the  rights  of  each  Bank  hereunder,  and the
enforceability hereof, shall not be affected by any release of any Collateral or
security  from the  liens  and  security  interests  created  by any of the Loan
Documents  or any  other  agreement  whether  for  purposes  of  sales  or other


                                      - 6 -

<PAGE>



dispositions  of  assets  or  for  any  other  purpose.   This  Agreement  shall
continue to be  effective or be  reinstated,  as the case may be, if at any time
any payment of any of the Bank Debt is rescinded  or must  otherwise be returned
by any Bank upon the insolvency,  bankruptcy or reorganization of the Company or
otherwise, all as though such payment had not been made.

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

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

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

     9. This Agreement shall be governed by and construed in accordance with the
law of the State of Nevada.  The parties hereto  further agree that,  subject to


                                      - 7 -

<PAGE>



the  Arbitration  provisions  set forth  below  in  paragraph  10,  the full and
exclusive forum for the  determination  of any action relating to this Agreement
shall be either an appropriate Court of the State of Nevada or the United States
District Court or United States Bankruptcy Court for the District of Nevada.

     10. Arbitration.

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

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

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

                                      - 8 -

<PAGE>


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

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

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

                                      - 9 -

<PAGE>




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

SUBORDINATOR:

CENTURY CASINOS, INC.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

COMPANY:


WMCK VENTURE CORP.,
a Delaware corporation


By /s/Norbert Teufelberger
--------------------------
Norbert Teufelberger
Director

AGENT BANK:

WELLS FARGO BANK, National  Association,  as administrative and collateral agent
on behalf of itself and each of the Lenders


By /s/ Brad Peterson
--------------------
Brad Peterson
Vice President


                                     - 10 -
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