SECOND
AMENDED AND RESTATED
 CREDIT
AGREEMENT
 
 Dated
as of November 6, 2008
 
 among
 
 WMCK
VENTURE CORP., a Delaware corporation,
 CENTURY
CASINOS CRIPPLE CREEK, INC., a Colorado corporation, and
 WMCK
ACQUISITION CORP., a Delaware corporation,
 as
Borrowers
 
 CENTURY
CASINOS, INC., a Delaware corporation,
 as
Guarantor
 
 and
 
 WELLS
FARGO BANK, National Association,
 as
Lender
 
     
  SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
 
  THIS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT ("Credit Agreement") is made and
entered into as of the 6th day of
November, 2008, 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") and WELLS FARGO BANK, National
Association (together with its successors and assigns, the
"Lender").
  R E C I T A L
S:
  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 fully amend
and restate the Existing Credit Agreement for the purpose of:
(i) restructuring the Credit Facility from a revolving line of credit to a
term loan in the amount of Four Million Four Hundred Thousand Dollars
($4,400,000.00), (ii) establishing the Maturity Date as the forty-four (44)
month anniversary of the Restatement Effective Date, and (iii) modifying
other terms and covenants regarding the restructuring of the Credit Facility as
a Term Loan.
  C.  Lender is
willing to fully amend and restate the Existing Credit Agreement, for the uses
and purposes hereinafter set forth in Section 2.02, 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:
  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).
  "Adjusted
Fixed Charge Coverage Ratio" as of the end of any fiscal period shall mean with
reference to the Borrower Consolidation:
  For
      the fiscal period under review the sum of: (i) EBITDAM, less
      (ii) the aggregate amount of actually paid Distributions, including,
      without limitation, all Tax Distributions and interest on Subordinated
      Debt actually paid, less (iii) the aggregate amount of Maintenance
      Capital Expenditures to the extent not (a) deducted in the
      determination of Net Income, or (b) financed from the proceeds of
      permitted equity or subordinated indebtedness provided by Guarantor or any
      of its Subsidiaries that does not constitute a Make Well Contribution,
      less (iv) the aggregate amount of Management Fees paid in
    cash
  Divided
by ( ̧)
  The
      sum of: (i) actually paid Interest Expense, plus (ii) principal
      payments or reductions (without duplication) required to be made on all
      outstanding Indebtedness (exclusive of principal payments which may
      accrue, but are unpaid, under any Subordinated Debt and any principal
      prepayments made from the proceeds of Make Well Contributions), plus
      (iii) the current portion of Capitalized Lease Liabilities, in each
      case of (i) through (iii) determined for the fiscal period under
      review.
  "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 and l/c issuer as defined and described in the Existing Credit Agreement
and, on and after the Restatement Effective Date, shall mean WFB in it capacity
as the Lender hereunder.
 
 
 "Agreed
Rate" shall mean the Prime Rate plus five and one-half percent (5.5%) per
annum.
 
 "Assignment
of Entitlements, Contracts, Rents and Revenues" shall mean the assignment to be
executed by Borrowers as of the Restatement Effective Date, pursuant to which,
Borrowers shall presently assign to Lender in consideration of the Credit
Facility (reserving a revocable license to retain use and enjoy): (a) all of
their right, title and interest under all Spaceleases and Equipment Leases and
Contracts relating to the Casino Facilities; (b) all of their right, title and
interest in and to all permits, licenses and contracts relating to the Casino
Facilities, except Gaming Permits and except those permits, licenses and
contracts which are unassignable; and (c) all rents, issues, profits, revenues
and income from the Real Property, from the operation of the Casino Facilities
and from any other business actively conducted on the Real Property, as such
assignment may be amended, modified, extended, renewed, restated, substituted or
replaced from time to time.  The Assignment of Entitlements,
Contracts, Rents and Revenues shall supercede in its entirety the Assignment of
Entitlements, Contracts, Rents and Revenues executed by Borrowers, in favor of
Agent Bank, dated as of April 21, 2000, which upon execution of the Assignment
of Entitlements, Contracts, Rents and Revenues dated as of the Restatement
Effective Date, and occurrence of the Restatement Effective Date, shall be void
and of no further force or effect.
 
 "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 Lender as
required in Section 3.05(iv) of the Credit Agreement with the authority and
responsibility to deliver Compliance Certificates and all other requests,
notices, reports, consents, certifications and authorizations on behalf of
Borrowers.
  "Bank
Facility Termination" shall mean indefeasible payment in full of all sums owing
under the Term Loan and each of the other Loan Documents.
  "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.
  
 "Borrower
Closing Payments" shall have the meaning set forth by Section
2.04(a).
  "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.
  "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 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
Deed of Trust" shall mean the Existing Casino Deed of Trust as amended by the
First Amendment to Casino Deed of Trust and as it may further be extended,
renewed, amended, restated or otherwise modified from time to time.
  "Casino
Facilities" shall mean collective reference to the Real Property, the casino
businesses and related activities conducted by Borrowers in and on the Real
Property including, without limitation, activities conducted 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.
  "Casino
Title Insurance Policy" shall mean the ALTA Extended Coverage Lenders Policy of
Title Insurance, and the endorsements issued concurrently therewith, issued by
Commonwealth Land Title Insurance Company as of April 27, 2000 with coverage in
the amount of Twenty-Six Million Dollars ($26,000,000.00) under Policy
No. C800-698, insuring the lien and priority of the Existing Casino Deed of
Trust.
  "CCCC"
shall have the meaning set forth in the Preamble to this Credit
Agreement.
  "CCI
Negative Pledge" shall mean the negative pledge to be executed by Guarantor for
the purpose, among other things, of setting forth: (i) Guarantor's agreement not
to allow CCTI to sell, transfer, mortgage, pledge, encumber, grant a lien or
security interest on, or in, or otherwise hypothecate any portion of its
membership interest in CCTLLC; and (ii) a negative pledge as to other assets of
Guarantor; which negative pledge shall be substantially in the form of the
Negative Pledge Agreement marked "Exhibit C", affixed hereto and by this
reference incorporated herein and made a part hereof.
  "CCI Net
Proceeds" shall mean the aggregate cash proceeds received by Guarantor, CCTLLC
or any other Subsidiary of Guarantor in respect of the sale of assets in any
transaction or series of related transactions in excess of Five Million Dollars
($5,000,000.00) (other than inventory in the ordinary course of business) net
of: (i) the direct costs relating to such sale, transfer, conveyance or
disposition of such assets, (ii) amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the asset or assets that were the
subject of such sale, transfer, conveyance or disposition, (iii) unsecured
Indebtedness of the Subsidiary whose equity interests or assets are sold,
(iv) all Indebtedness assumed by the purchaser in connection with such
sale, transfer, conveyance or disposition of such assets, and (v) all taxes
paid or payable as a result of such sale, transfer, conveyance or disposition of
such assets.
  
 "CCTI"
shall mean Century Casinos Tollgate, Inc., a Delaware corporation, which is a
wholly-owned subsidiary of Guarantor.
  "CCTLLC"
shall mean CC Tollgate, LLC, a Delaware limited liability company that is wholly
owned by CCTI.
  "City
Parking Lot Lease" shall mean that certain Parking Lease – Option to Purchase,
dated June 1, 1998, between the City of Cripple Creek, as lessor, and WMCKVC, as
lessee, as amended by that certain Amendment No. 1 to Parking Lease – Option to
Purchase, dated February 17, 2000, with record notice of such lease, as amended,
having been given by that certain Memorandum of Lease dated April 9, 2002 and
recorded in the Office of the Clerk and Recorder of Teller County, Colorado on
May 2, 2002 as Document No. 533149, all pursuant to which, among other
things, WMCKVC is granted a lease hold interest in, and an option to purchase,
the City Parking Lot Property.
  "City
Parking Lot Property" shall mean that portion of the Real Property which is
described as Parcel 12 on Exhibit I attached hereto and incorporated by
reference herein.
  "Closing
Certificate" shall have the meaning ascribed to such term in
Section 3.05(v).
  "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 Lender to secure payment of the Credit Facility.
  "Compliance
Certificate" shall mean the compliance certificates referred to in Section
5.08(f), substantially in the form set forth on "Exhibit F", affixed hereto and
by this reference incorporated herein and made a part hereof.
  "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 Second Amended and Restated Credit Agreement,
together with all Schedules and Exhibits attached thereto, executed by and among
Borrowers, Guarantor and Lender setting forth the terms and conditions of the
Credit Facility as it may be amended, modified, extended, renewed or restated
from time to time.
  "Credit
Facility" shall mean the agreement of Lender to continue Four Million Four
Hundred Thousand Dollars ($4,400,000.00) of the Indebtedness outstanding under
the Existing Credit Agreement and Existing RLC Note as the Term Loan, subject to
the terms and conditions set forth in this Credit Agreement and the Term
Note.
  "Deeds of
Trust" shall mean a collective reference to the Casino Deed of Trust, the Event
Center/City Parking Lot Deed of Trust, the Palace Club Deed of Trust, the
Saskatchewan Deed of Trust and any other deed of trust which is executed and
delivered to Lender for the purpose of encumbering any Collateral as security
for any Obligation.
  
 "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
Rate" shall have the meaning set forth in Section 2.09(b).
  "Depository
Closing Instructions" shall mean the Depository Closing Instructions to be given
by Lender to Title Insurance Company at or prior to the Restatement Effective
Date setting forth the requirements for the issuance of the Title Insurance
Endorsements and other conditions for the occurrence of the Restatement
Effective Date, as it may be amended or modified prior to the Restatement
Effective Date to the reasonable satisfaction of Lender and the
Borrowers.
  "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), Management Fees,
advances or other distributions, 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 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.
  "EBITDA"
shall mean with reference to any Person, for any Fiscal Period under review, the
sum of (i) Net Income for that period, plus (ii) Interest Expense
(expensed and capitalized) for that period, plus (iii) the aggregate amount of
federal and state taxes on or measured by income for that period (whether or not
payable during that period), plus (iv) depreciation, amortization and all
other non-cash expenses for that period, in each case determined in accordance
with GAAP, less (v) all cash and non-cash income (including, but not
limited to, interest income), transfers, loans and advances from Guarantor or
any of its Subsidiaries that are not members of the Borrower Consolidation, less
(vi) all other non-cash income from any source not specified in (v) above,
and, in the case of items (ii), (iii) and (iv), only to the extent deducted
in the determination of Net Income for that period and in the case of items (v)
and (vi) only to the extent included in the determination of Net Income for that
period.
  
 "EBITDAM"
shall mean EBITDA, plus Management Fees for that period to the extent deducted
in the determination of Net Income for that period.
  "Environmental
Certificate" shall mean the Certificate and Indemnification Regarding Hazardous
Substances to be executed by Borrowers on or before the Restatement Effective
Date as a further inducement to the Lender to enter into the Credit Agreement,
as it may be amended, modified, extended, renewed or restated from time to
time.  The Environmental Certificate shall supercede in its entirety
the Certificate and Indemnification Regarding Hazardous Substances, dated April
21, 2000, which was executed by Borrowers in connection with the Existing Credit
Agreement.  Upon execution of the Certificate and Indemnification
Regarding Hazardous Substances dated as of the Restatement Effective Date, and
occurrence of the Restatement Effective Date, the Certificate and
Indemnification Regarding Hazardous Substances dated April 21, 2000, shall be
void and of no further force or effect.
  "Environmental
Site Assessment(s)" shall mean a Phase 1 Environmental Site Assessment or
Assessments of the applicable land under review prepared in conformance with the
scope and limitations of ASTM Standard Designation E1527-05.
  "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.
  "Equity
Contribution" shall mean reference to a voluntary contribution of Cash by
the Guarantor or any of its Affiliates into any member of the Borrower
Consolidation in exchange for additional membership interests so long as such
contribution is not subject to any return of such capital, except to the extent
permitted with respect to Distributions as provided in
Section 6.10.
  "ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time.
  "Event
Center/City Parking Lot Deed of Trust" shall mean that certain Leasehold and Fee
Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rents,
dated April 9, 2002, executed by Borrowers, as trustors and debtors, for the
benefit of Agent Bank, as beneficiary and secured party, and recorded in the
Office of the Clerk and Recorder of Teller County, Colorado on May 2, 2002 at
Reception No. 533150, all for the purpose, among other things, of encumbering
the fee interest in the Event Center Property, and the leasehold interest in the
City Parking Lot Property, under the City Parking Lot Lease, as well as the
other Collateral referred to therein, all as security for, among other things,
payment and performance under the Amended and Restated Credit Agreement dated as
of April 21, 2000, as it had been amended, and the Existing RLC Note, together
with all extensions, renewals, amendments, restatements and other modifications
of said secured obligations, all as more particularly set forth therein, which
deed of trust shall continue to secure payment and performance under the Credit
Agreement, the Term Note and the other secured obligations referred to therein,
as such deed of trust may be extended renewed, amended, restated or otherwise
modified from time to time.
  
 "Event
Center/City Parking Lot Title Insurance Policy" shall mean the ALTA Extended
Coverage Lenders Policy of Title Insurance, and the endorsements issued
concurrently therewith, issued by First American Title Insurance Company as of
May 3, 2002 with coverage in the amount of One Million Dollars ($1,000,000.00)
under Policy No. CW4126877, insuring the lien and priority of the Event
Center/City Parking Lot Deed of Trust, as it may be modified or supplemented
from time to time.
  "Event
Center Property" shall mean that portion of the Real Property which is described
as Parcel 11 on Exhibit I attached hereto and incorporated by reference
herein.
  "Event of
Default" shall mean any event of default as defined in Section 7.01
hereof.
  "Existing
Casino Deed of Trust" shall mean that certain Leasehold and Fee Deed of Trust,
Fixture Filing and Security Agreement with Assignment of Rents, dated April 21,
2000, executed by Borrowers, as trustors and debtors, for the benefit of Agent
Bank, as beneficiary and secured party, and recorded in the Office of the Clerk
and Recorder of Teller County, Colorado on April 27, 2000 at Reception No.
504287, all for the purpose, among other things, of: (i) encumbering WMCKAC's
leasehold interest in the Golden Horseshoe Parcel and the fee interest in the
remaining Initial Casino Properties, as well as the other Collateral referred to
therein; and (ii) subsequent to WMCKAC's acquisition of the fee interest in the
Golden Horseshoe Parcel, encumbering such fee interest; all as security for,
among other things, payment and performance under the Amended and Restated
Credit Agreement dated as of April 21, 2000, and the Existing RLC Note,
together with all extensions, renewals, amendments, restatements and other
modifications of said secured obligations.
  "Existing
Credit Agreement" shall mean the Amended and Restated Credit Agreement dated as
of April 21, 2000, as amended by First Amendment to Amended and Restated
Credit Agreement dated as of August 22, 2001, by Second Amendment to
Amended and Restated Credit Agreement dated as of August 28, 2002, by Third
Amendment to Amended and Restated Credit Agreement dated as of October 27, 2004,
by Fourth Amendment to Amended and Restated Credit Agreement dated as of
September 23, 2005, by Fifth Amendment to Amended and Restated Credit dated
as of December 6, 2005, by Sixth Amendment to Amended and Restated Credit
Agreement dated as of October 31, 2006, by Seventh Amendment to Amended and
Restated Credit Agreement dated as of February 28, 2007, by Eighth
Amendment to Amended and Restated Credit Agreement dated as of April 11,
2008 and by Ninth Amendment to Amended and Restated Credit Agreement dated as of
July 21, 2008.
  
 "Existing
RLC Note" shall mean the Revolving Credit Note dated April 21, 2000, in the
principal sum of Twenty-Six Million Dollars ($26,000,000.00), executed by
Borrowers, payable to the order of Agent Bank, which Existing RLC Note shall be
deemed fully amended and restated as of the Restatement Effective Date and of no
further force or effect.
  "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.
  "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 filed in
the Office of the Secretary of State of the State of Colorado: (i) on
May 4, 2000, under Document No. 20002041300; (ii) on October 23,
2002, under File No. 20022112048; and (iii) on October 23, 2002,
under File No. 20022112047; filed in the Office of the Clerk and Recorder
of Teller County, Colorado on April 27, 2000, as Document No. 504291;
and filed in the Office of the Delaware Secretary of State: (i) on
October 23, 2002, under Filing No. 2266887-3; and (ii) on November 14,
2004, under Filing No. 4326312-8, all showing Borrowers, as debtors, in order to
perfect the security interest granted to Agent Bank under the Deeds of Trust and
under other Security Documentation, all in accordance with requirements of the
Uniform Commercial Code, as such financing statements may be amended, modified,
extended, renewed, restated, substituted or replaced from time to
time.
  "FIRREA"
shall mean the Financial Institutions Reform, Recovery and Enforcement Act of
1989.
  "First
Amendment to Casino Deed of Trust" shall mean the First Amendment to Leasehold
and Fee Deed of Trust, Fixture Filing and Security Agreement with Assignment of
Rents to be executed by Borrowers as of the Restatement Effective Date for the
purpose, among other things, of: (i) reflecting acquisition of the fee interest
in the Golden Horseshoe Parcel by WMCKAC; and (ii) confirming the lien of
the Existing Casino Deed of Trust as security for payment and performance under
the Credit Agreement, the Term Note and the Credit Facility.
  
 "First
Amendment to Saskatchewan Deed of Trust" shall mean the First Amendment to
Leasehold and Fee Deed of Trust, Fixture Filing and Security Agreement with
Assignment of Rents to be executed by Borrowers as of the Restatement Effective
Date for the purpose, among other things, of: (i) reaffirming the lien of the
Saskatchewan Deed of Trust upon the Saskatchewan Parking Lot Property; and (ii)
confirming the lien of the Saskatchewan Deed of Trust as security for payment
and performance under the Credit Agreement, the Term Note and the Credit
Facility.
  "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 March 31, June 30, September 30 and December 31,
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
Outstandings" shall mean the unpaid principal amount outstanding on the Term
Loan as of any given date of determination.
  "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 Parcel" shall mean that portion of the Initial Casino Properties which
is described as Parcel 2 on Exhibit I attached hereto and incorporated by
reference herein.
  "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 Lender as of the Restatement Effective Date, under the terms of which
Guarantor irrevocably and unconditionally guaranties the prompt payment and
performance of Borrowers' promises, covenants and agreements under this Credit
Agreement, the Term Note and each of the Loan Documents, 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 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.
  "Initial
Casino Properties" shall mean that portion of the Real Property which is
described as Parcels 1 through 4 on Exhibit I attached hereto and incorporated
by reference herein.
  "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 Term Loan.
  "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.
  "Laws"
means, collectively, all international, foreign, federal, state and local
statutes, maritime laws, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents.
  "Lender"
shall have the meaning set forth in the Preamble of this Credit
Agreement.
  
 "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.
  "Lien"
means any lien, mortgage, pledge, assignment, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention
agreement, any lease in the nature thereof, and any agreement to give any
security interest) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing.
  "Loan
Documents" shall mean the collective reference to this Credit Agreement, the
Term Note, the Security Documentation, CCI Negative Pledge, Guaranty,
Environmental Certificate and all other instruments and agreements executed or
required to be executed by or on behalf of Borrowers, Guarantor, or any other
Person in connection with the Term Loan for the benefit of Lender, as the same
may be amended, modified, supplemented, replaced, renewed or restated from time
to time.
  "Make
Well Contributions" shall mean Equity Contributions and/or Subordinated Debt
received by the Borrower Consolidation which shall be deducted from Senior
Funded Debt as of the most recently ended Fiscal Quarter end so long as such
Equity Contributions and/or Subordinated Debt are: (i) received by the
Borrower Consolidation in Cash, and (ii) used  by the Borrower
Consolidation to make a principal reduction on the Term Loan after the end of
the most recently ended Fiscal Quarter for which such Make Well Contribution
will be deducted from Senior Funded Debt but no later than the earlier to occur
of (x) the forty-fifth (45th) day following such Fiscal Quarter end, or
(y) the date upon which the Compliance Certificate submitted by the
Borrower Consolidation for such Fiscal Quarter is delivered to
Lender.
  "Management
Agreement" shall mean the management agreement and all other documents and
instruments evidencing the management services arrangement and compensation of
the Operating Manager.
  "Management
Fees" shall mean collective reference to all fees and compensation paid or
payable to the Operating Manager under the terms of the Management Agreement,
subject to compliance with the requirements of Section 5.25.
  "Management
Subordination Agreement" shall mean the Subordination Agreement to be executed
by Borrowers and the Operating Manager concurrently with the execution of the
Management Agreement, pursuant to which the Management Agreement and the
Management Fees payable thereunder are subordinated to the Term Loan and the
Security Documentation, which shall be executed in favor of the Lender
substantially in the form of the Subordination Agreement marked
"Exhibit J", affixed hereto and by this reference incorporated herein and
made a part hereof.
  
 "Mandatory
Principal Prepayment" shall have the meaning ascribed to such term in
Section 2.02(b).
  "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: (i) any set of circumstances or events which is
material and adverse to the Collateral or the condition (financial or
otherwise), business operations or prospects of (a) the Borrower
Consolidation or the Guarantor taken as a whole, or (b) the ability of
Borrowers or the Guarantor to perform their respective Obligations under the
Loan Documents, or (c) the ability of any of the Lenders to enforce any of
their material rights or remedies under any of the Loan Documents, or
(ii) any event or change which has or results in a material adverse effect
upon (a) the validity or priority of any of the Loan Documents, or (b) the
use, occupancy or operation of the Casino Facilities.
  "Maturity
Date" shall mean July 1, 2012.
  "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 Term Loan or through any other loan, credit agreement, lease or
financing from any source.
  "Obligations"
means, from time to time, all Indebtedness of Borrowers owing to 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 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.
  
 "Operating
Manager" shall mean Guarantor or a wholly owned Subsidiary of Guarantor that has
been engaged by one or more of the Borrowers to manage the Casino Facilities
pursuant to the terms and provisions set forth in the Management
Agreement.
  "Palace
Club Deed of Trust" shall mean that certain Deed of Trust, Fixture Filing and
Security Agreement with Assignment of Rents, dated May 1, 2002, executed by
Borrowers, as trustors and debtors, for the benefit of Agent Bank, as
beneficiary and secured party, and recorded in the Office of the Clerk and
Recorder of Teller County, Colorado on May 3, 2002 at Reception No. 533199, all
for the purpose, among other things, of encumbering the Palace Club Property,
all as security for, among other things, payment and performance under the
Amended and Restated Credit Agreement dated as of April 21, 2000, as it had
been amended, and the Existing RLC Note, together with all extensions, renewals,
amendments, restatements and other modifications of said secured obligations,
all as more particularly set forth therein, which deed of trust shall continue
to secure payment and performance under the Credit Agreement, the Term Note and
the other secured obligations referred to therein, as such deed of trust may be
extended renewed, amended, restated or otherwise modified from time to
time.
  "Palace
Club Property" shall mean that portion of the Real Property which is described
as Parcel 13 on Exhibit I attached hereto and incorporated by reference
herein.
  "Palace
Club Title Insurance Policy" shall mean the ALTA Extended Coverage Lenders
Policy of Title Insurance, and the endorsements issued concurrently therewith,
issued by First American Title Insurance Company as of May 4, 2002 with coverage
in the amount of One Million Two Hundred Thousand Dollars ($1,200,000.00) under
Policy No. CW4126874, insuring the lien and priority of the Palace Club Deed of
Trust, as it may be modified or supplemented from time to time.
  "Payment
Subordination Agreement" shall mean the Payment Subordination Agreement to be
executed by Guarantor in favor of Lender on or before the Restatement Effective
Date in the form of the Payment Subordination Agreement marked "Exhibit G",
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 Lender 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 Lender to appear in Schedule B, Part I and II
of the Title Insurance Policies relating to such Real Property at the
Restatement Effective Date, (v) liens in favor of Lender or consented to in
writing by Lender, (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 Lender,
(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 result in a Material Adverse Change 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 Borrowers; and (xi) liens or other minor
defects, encroachments or irregularities in title that do not result in a
Material Adverse Change.
  
 "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.
  "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.
  "Principal
Prepayments" shall have the meaning set forth in Section 2.07(a) of this
Credit Agreement.
  "Protective
Advance" means all sums expended as determined by Lender 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 real property which is described by Exhibit I,
attached hereto, and incorporated by reference herein, together with all
appurtenances thereto.
  "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.
  "Restatement
Closing Disbursements" shall have the meaning set forth in
Section 2.04(b).
  "Restatement
Effective Date" shall mean the date upon which: (i) each condition precedent
required under Article III 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 Lender and Borrowers agree in
writing.
  "Restatement
Fee" shall have the meaning ascribed to such term in
Section 2.08(a).
  "Saskatchewan
Deed of Trust" shall mean that certain Deed of Trust, Fixture Filing and
Security Agreement with Assignment of Rents, dated June 15, 2000, executed by
Borrowers, as trustors and debtors, for the benefit of Agent Bank, as
beneficiary and secured party, and recorded in the Office of the Clerk and
Recorder of Teller County, Colorado on July 17, 2000 at Reception No. 507220,
all for the purpose, among other things, of encumbering the Parking Lot, all as
security for, among other things, payment and performance under the Amended and
Restated Credit Agreement dated as of April 21, 2000, as it had been amended,
and the Existing RLC Note, together with all extensions, renewals, amendments,
restatements and other modifications of said secured obligations, all as more
particularly set forth therein, which deed of trust shall continue to secure
payment and performance under the Credit Agreement, the Term Note and the other
secured obligations referred to therein, as such deed of trust has been amended
by the First Amendment to Saskatchewan Deed of Trust and as it  may be
further extended renewed, amended, restated or otherwise modified from time to
time.
  "Saskatchewan
Parking Lot Property" shall mean that portion of the Real Property which is
described as Parcels 5 through 10 on Exhibit I attached hereto and incorporated
by reference herein.
  "Saskatchewan
Title Insurance Policy" shall mean the ALTA Extended Coverage Lenders Policy of
Title Insurance, and the endorsements issued concurrently therewith, issued by
First American Title Insurance Company as of July 16, 2000 with coverage in the
amount of Twenty-Six Million Dollars ($26,000,000.00) under Policy
No. 3734767, insuring the lien and priority of the Saskatchewan Deed of
Trust, as it may be modified from time to time.
  
 "Schedule
of Significant Litigation" shall mean the Schedule of Significant Litigation, a
copy of which is set forth as Schedule 3.16, affixed hereto and by this
reference incorporated herein and made a part hereof, setting forth the
information described in Section 3.16 with respect to each Significant
Litigation.
  "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 any
Deed of Trust.
  "Security
Documentation" shall mean collective reference to the Deeds of Trust, Financing
Statements, Assignment of Entitlements, Contracts, Rents and Revenues and all
other instruments and agreements to be executed by or on behalf of Borrowers or
other applicable Persons, in favor of Lender securing repayment of the Credit
Facility.
  "Security
Documentation Amendments" shall have the meaning set forth by Section
3.03.
  "Senior
Leverage Ratio" as of the end of any Fiscal Quarter shall mean the ratio
resulting by dividing (a) Funded Outstandings as of the end of the Fiscal
Quarter under review, less the aggregate amount of any Make Well Contribution
applicable to the end of such Fiscal Quarter by (b) the sum of EBITDAM for the
Fiscal Quarter under review plus EBITDAM for each of the most recently ended
three (3) preceding Fiscal Quarters.
  "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 result in a Material Adverse Change.
  "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.
  "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 Five Million Six Hundred Ninety-One
Thousand Dollars ($5,691,000.00) 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
Lender, and (ii) any other unsecured intercompany Indebtedness owing by any
Borrower to Guarantor which is permitted and incurred in accordance with
Section 6.05(d).
  
 "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.
  "Taxes"
shall have the meaning set forth in Section 2.10.
  "Term
Loan" shall mean reference to the aggregate amount of unpaid principal
outstanding under the Credit Facility as of the Restatement Effective Date in
the principal amount of Four Million Four Hundred Thousand Dollars
($4,400,000.00), to be repaid in accordance with the provisions set forth in
Section 2.02.
  "Term
Note" shall mean the Amended and Restated Promissory 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 as of the Restatement
Effective Date, payable to the order of Lender, evidencing the Term Loan, as the
same may be amended, modified, supplemented, replaced, renewed or restated from
time to time, which Amended and Restated Promissory Note shall be a full
amendment and restatement of the Existing RLC Note.
  "Title
Insurance Company" shall mean Commonwealth Land Title Insurance Company and its
issuing agent, Pikes Peak Title Service, Inc., with offices located at
471 S. Baldwin, Woodland Park, Colorado 80866, together with such
reinsurers with direct access as are requested by Lender or other title
insurance company or companies as may be acceptable to Lender.
  "Title
Insurance Endorsements" shall mean collective reference to the following
endorsements, which shall be issued to the applicable Title Insurance Policies
by the Title Insurance Company, as of the Restatement Effective Date, in
accordance with the Depository Closing Instructions:  (i) Colorado
Form 110.5 Endorsement to the Casino Title Insurance Policy, or other
modification endorsements acceptable to Lender providing assurances that, among
other things, the Existing Casino Deed of Trust has been validly amended by the
First Amendment to Casino Deed of Trust, and that there are no intervening items
with priority over the Existing Casino Deed of Trust as so amended other than
Permitted Encumbrances; and (ii)  such other endorsements one, or more
of the Title Insurance Policies as may be requested by Agent Bank; all of which
shall be in a form and substance acceptable to Agent Bank.
  
 "Title
Insurance Policies" shall mean a collective reference to: (i) the Casino
Title Insurance Policy, (ii) the Event Center/City Parking Lot Title
Insurance Policy, (iii) the Palace Club Title Insurance Policy and
(iv) the Saskatchewan Title Insurance Policy, as any of them may be
supplemented or modified by the Title Insurance Endorsements.
  "Total
Funded Debt" shall mean for any period determined as of the last day of such
period, the aggregate 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.
  "Total
Leverage Ratio" as of the end of any Fiscal Quarter shall mean with reference to
the Guarantor the ratio resulting by dividing (a) Total Funded Debt as of the
end of the Fiscal Quarter under review by (b) the sum of EBITDA for the Fiscal
Quarter under review plus EBITDA for each of the most recently ended three (3)
preceding Fiscal Quarters.
  "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.
  Section
1.02.  Interpretation and
Construction .  In
this Credit Agreement, unless the context otherwise requires:
  (a)  Articles
and Sections mentioned by number only are the respective Articles and Sections
of this Credit Agreement as so numbered;
  (b)  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;
  (c)  All times
specified herein, unless otherwise specifically referred, shall be the time in
San Francisco, California;
  (d)  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;
  
 (e)  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 Borrowers or Lenders as having been the
person or persons responsible for the preparation thereof;
  (f)  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;
  (g)  All
accounting terms used herein which are not otherwise specifically defined shall
be used in accordance with GAAP;
  (h)  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;
  (i)  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; and
  (j)  Every
affirmative duty, covenant and obligation of Borrowers hereunder shall be
equally applicable to each of the Borrowers individually and where the context
would result in the best interests or rights of Banks shall be construed to mean
"Borrowers or any of them" or "Borrowers and each of them", as
applicable.
  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
Term 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.
  
 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 or amended, are
incorporated herein by this reference.
  ARTICLE
II
  AMOUNT, TERMS AND SECURITY
OF THE TERM LOAN
  Section
2.01.  The Term
Loan .  Subject
to the conditions and upon the terms hereinafter set forth and in accordance
with the terms and provisions of the Term Note, on the Restatement Effective
Date Lender agrees to continue Four Million Four Hundred Thousand Dollars
($4,400,000.00) of the outstanding principal balance of the Existing Credit
Agreement and Existing RLC Note as a Term Loan.  Borrower may not
reborrow any amounts repaid or prepaid on the Term Loan.
  Section
2.02.  Principal
Repayment.
  (a)  Scheduled
principal repayments shall be paid in forty-four (44) equal monthly installments
on the first (1st) day of
each and every month in the amount of One Hundred Thousand Dollars ($100,000.00)
each.  The first principal reduction payment in the amount of One
Hundred Thousand Dollars ($100,000.00) shall be paid on December 1, 2008,
and a principal reduction payment in the like amount of One Hundred Thousand
Dollars ($100,000.00) shall be made on the first (1st) day of
each and every month thereafter until the Maturity Date, on which date the
entire unpaid balance of principal and unpaid accrued interest thereon shall be
fully paid.
  (b)  In
addition to the scheduled installment principal repayments set forth above,
Borrowers and/or Guarantor shall make mandatory principal repayments (each a
"Mandatory Principal Prepayment" and collectively, the "Mandatory Principal
Prepayments") (i) as required under Sections 5.01 and 8.02, as may be
applicable, (ii) in the amount of each Make Well Contribution on or before
three (3) Banking Business Days following receipt by the Borrower Consolidation
of each such Make Well Contribution, and (iii) as required under the terms
of the CCI Negative Pledge.
  (c)  All
principal prepayments, including Make Well Contributions, Capital Proceeds
applied to the Term Loan under Section 8.02 received by Lender shall be
applied to the last principal sums falling due under the Term Loan in the
inverse order of maturity.
  Section
2.03.  Interest
Rate .
  (a)  Interest
shall accrue on the entire outstanding principal balance of the Term Loan at the
Agreed Rate commencing on the Restatement Effective Date and continuing until
all principal sums and unpaid accrued interest thereon have been fully
paid.  A portion of accrued interest equal to the Prime Rate plus two
percent (2.0%) per annum on the unpaid balance of the principal sum shall be
paid on the last day of each and every month commencing on October 31, 2008
and continuing on the last day of each and every consecutive month until the
Maturity Date.  The remaining portion of accrued interest equal to
three and one-half percent (3.5%) per annum on the declining balance of the
principal sum shall continue to accrue on the principal sum to the Maturity
Date, on which date all accrued and unpaid interest shall be fully due and
payable.
  
 (b)  Each
determination of the applicable Agreed Rate shall be conclusive and binding upon
the Borrowers, in the absence of manifest or demonstrable error.  The
Lender shall, on no less than a monthly basis, deliver to Borrowers an invoice
statement showing the payment due and the computations used by the Lender in
determining the Agreed Rate hereunder.  Computation of interest on the
Term Loan shall be calculated on the basis of a year of three hundred sixty
(360) days and the actual number of days elapsed.
  Section
2.04.  Closing Payments and
Disbursements .
  (a)  On the
Restatement Effective Date, Borrowers shall make the following payments
(collectively, the "Borrower Closing Payments"):
  (i)  such
amount as is necessary to fully satisfy all interest which is then accrued and
unpaid under the Existing RLC Note as of the Restatement Effective
Date;
  (ii)  if the
advanced and unpaid principal amount under the Existing RLC Note is more than
Four Million Four Hundred Thousand Dollars ($4,400,000.00) on the Restatement
Effective Date, such amount as is necessary to reduce the advanced and unpaid
principal amount under the Existing RLC Note to Four Million Four Hundred
Thousand Dollars ($4,400,000.00);
  (iii)  payment
in full of the Restatement Fee;
  (iv)  paying in
full the costs, fees and expenses of Title Insurance Company incurred in
connection with the issuance of the Title Insurance Endorsements, the costs,
fees and expenses of the attorneys for Borrowers and the costs, fees and
expenses of Henderson & Morgan, LLC, attorneys for Lender, and associate
counsel and insurance consultants retained by them incurred to the Restatement
Effective Date.
  
 (b)  if the
advanced and unpaid principal amount under the Existing RLC Note on the
Restatement Effective Date is less than Four Million Four Hundred Thousand
Dollars ($4,400,000.00), the amount of such difference shall be disbursed to, or
for the account of, Borrower, as a principal disbursement under the Existing RLC
Note, for the following purposes (the "Restatement Closing
Disbursements"):
  (i)  first,
towards complete satisfaction of Borrower Closing Payments; and
  (ii)  thereafter,
any unused portion of the Restatement Closing Disbursements, shall be disbursed
to Borrowers for use as Borrower's working capital.
  Section
2.05.  The Term
Note .  The
Term Loan shall be further evidenced by the Term Note payable to the order of
the Lender.  Borrowers waive any rights which they might otherwise
have under Colorado Revised Statutes §§ 13-50-02 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.  Lender shall record
manually or electronically the amount of each repayment of principal and
interest made thereunder by Borrowers; provided, however, the failure to make
such a record or notation with respect to any repayment thereof, or an error in
making such a record or notation, shall not limit or otherwise affect the
obligations of Borrowers hereunder or under the Term Note.  Lender
shall provide Borrowers and Guarantor with a copy of such entries upon the
written request of Borrowers and/or Guarantor.  The aggregate unpaid
balance of principal and interest of the Term Note as set forth on the most
recent data control system printout of Lender shall be rebuttably presumptive
evidence of the sums owing and unpaid on the Term Note.
  Section
2.06.  Security for the Term
Loan .  As
security for the due and punctual payment and performance of the terms and
provisions of this Credit Agreement, the Term Note and all of the other Loan
Documents, the Security Documentation Amendments, each dated as of the
Restatement Effective Date, shall be executed and delivered to Lender, by the
respective parties to each of the Security Documentation and recorded and/or
filed as required by the Depository Closing Instructions.
  Section
2.07.  Place and Manner of
Payment .
  (a)  All
amounts payable by Borrowers shall be made to Lender pursuant to the terms of
the Credit Agreement and the Term Note and shall be made on a Banking Business
Day in lawful money of the United States of America and in immediately available
funds.  Other than with respect to Mandatory Principal Prepayments,
Borrowers may make repayments ("Principal Prepayments") of the outstanding
balance of principal owing under the Term Note at any time and from time to
time.  Each such Principal Prepayment shall be in a minimum amount of
One Hundred Thousand Dollars ($100,000.00) (or, if less, the outstanding
principal amount of the Term Loan) and in increments of Ten Thousand Dollars
($10,000.00) in excess thereof.
  
 (b)  All such
amounts payable by Borrowers shall be made to Lender at its office located at
Wells Fargo Bank, Syndications Division, 201 Third Street, Eighth Floor,
San Francisco, California 94103, or at such other address as may be directed in
writing by Lender from time to time.  If such payment is received by
Lender prior to 11:00 a.m., Lender shall credit Borrowers with such payment on
the day so received.  If such payment is received by Lender after
11:00 a.m., Lender shall credit Borrowers with such payment as of the next
Banking Business Day.  If the Term 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.
  Section
2.08.  Fees .  On
the Restatement Effective Date, Borrowers shall pay the non-refundable fee (the
"Restatement Fee"), in the amount of Forty-Four Thousand Dollars
($44,000.00).
  Section
2.09.  Late Charges and Default
Rate .
  (a)  If any
payment due under the Term Note is not paid within three (3) Banking Business
Days after receipt by Borrowers of written notice of such nonpayment from
Lender, Borrowers promise to pay a late charge in the amount of three percent
(3%) of the amount of such delinquent payment and Lender need not accept any
late payment made unless it is accompanied by such three percent (3%) late
payment charge.
  (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 Lender, the total of the unpaid balance
of the principal and the then accrued and unpaid interest owing under the Term
Note shall commence accruing interest at a rate equal to five percent (5%) over
the Agreed Rate (the "Default Rate") until all Events of Default which may exist
have been cured, at which time the interest rate shall revert to the Agreed
Rate.
  (c)  In the
event of the occurrence of an Event of Default, Borrowers agree to pay all
reasonable costs of collection, including the reasonable attorneys' fees
incurred by Lender, in addition to and at the time of the payment of such sum of
money and/or the performance of such acts as may be required to cure such Event
of Default.  In the event legal action is commenced for the collection
of any sums owing hereunder or under the terms of the Term Note, the Borrowers
agree 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.
  
 Section
2.10.  Net
Payments .  All
payments under this Credit Agreement and the Term Note shall be made without
set-off, counterclaim, recoupment or defense of any kind and in such amounts as
may be necessary in order that all such payments, after deduction or withholding
for or on account of any future taxes, levies, imposts, duties or other charges
of whatsoever nature imposed by the United States or any Governmental Authority,
other than franchise taxes or any tax on or measured by the gross receipts or
overall net income of Lender pursuant to the income tax laws of the United
States or any State or any Governmental Authority, or the jurisdiction where
each Lender's principal office is located (collectively "Taxes"), shall not be
less than the amounts otherwise specified to be paid under this Credit Agreement
and the Term Note.  A certificate as to any additional amounts payable
to the Lender under this Section 2.10 submitted to the Borrowers by the Lender
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 2.10 with respect to past payments shall be due
within thirty (30) 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 thirty (30) 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 Lender such
certificates, receipts and other documents as may be required (in the reasonable
judgment of the Lender) to establish any tax credit to which the Lender may be
entitled.
  ARTICLE
III
  CONDITIONS PRECEDENT TO THE
RESTATEMENT EFFECTIVE DATE
  Closing
Conditions .  The
obligation of Lender hereunder is subject to the following conditions precedent,
each of which shall be satisfied prior to November 7, 2008 (unless Lender,
in its sole and absolute discretion, shall agree otherwise).  The
occurrence of the Restatement Effective Date is subject to and contingent upon
Lender having received, in each case in form and substance reasonably
satisfactory to Lender, or in the case of an occurrence, action or event, the
occurrence of each of the following:
  Section
3.01.  Credit
Agreement. Two
(2) executed counterparts of this Credit Agreement.
  Section
3.02.  The Term Note and
Guaranty .
  (a)  The Term
Note duly executed by the Borrowers in favor of Lender.
  (b)  The
Guaranty duly executed by the Guarantor in favor of Lender.
  
 Section
3.03.  Security
Documentation .  The
Security Documentation set forth below, duly executed by Borrowers, Guarantor or
other party thereto, as applicable, consisting of the following (collectively,
the "Security Documentation Amendments"):
  (a)  First
Amendment to Casino Deed of Trust;
  (b)  Assignment
of Entitlements, Contracts, Rents and Revenues;
  (c)  CCI
Negative Pledge; and
  (d)  First
Amendment to Saskatchewan Deed of Trust.
  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 outstanding or incurred as
of the Restatement Effective Date).
  Section
3.05.  Articles of Incorporation,
Bylaws, Corporate Resolution, Certificate of Good Standing and Closing
Certificate .  Lender
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 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 Restatement Effective Date
and telephonically confirmed as of the Restatement Effective Date, (ii) a
copy of the respective articles of incorporation and by-laws certified as of the
Restatement Effective 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 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.  Intentionally
omitted.
  Section
3.07.  Title Insurance
Endorsements .  The
Title Insurance Endorsements (or proforma commitment for the issuance thereof)
together with such endorsements and re-insurance requirements as set forth in
the Depository Closing Instructions.
  Section
3.08.  Survey .  If
required by the Title Company as a condition for the issuance of the Title
Insurance Endorsements, current ALTA survey for the Real Property subject to
exceptions approved by Lender prior to the Restatement Effective Date, which
must (i) be certified to Lender 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
Restatement Effective Date, Borrowers shall comply with all other survey
requirements of Title Company for the issuance of the Title Insurance
Endorsements.
  Section
3.09.  Payment of
Taxes .  Evidence
satisfactory to Lender 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 Lender 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 Restatement
Fee .  Payment
by Borrowers of the Restatement Fee as provided in Section 2.08
hereinabove.
  Section
3.12.  Reimbursement for Expenses
and Fees .  Reimbursement
by Borrowers for all reasonable fees and out-of-pocket expenses incurred by
Lender 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 & Morgan, LLC
and Colorado counsel retained by them, insurance consultant fees, and all other
like fees and expenses remaining unpaid as of the Restatement Effective Date to
the extent then due and payable on the Restatement Effective 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 Term Loan following
the Restatement Effective Date or to reimburse Lender for the payment
thereof.
  
 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 Restatement Effective Date.
  Section
3.14.  Environmental Site
Assessments .  No
additional Environmental Site Assessment or Assessments of the Real Property
described on the Title Report shall be required as of the Restatement Effective
Date.
  Section
3.15.  City Parking Lot
Lease .   A
true and correct copy of the City Parking Lot Lease and of all amendments and
modifications thereto.
  Section
3.16.  Schedule of all Significant
Litigation .  A
Schedule of Significant Litigation (Schedule 3.16), 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.
  Section
3.17.  Intentionally
omitted.
  Section
3.18.  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 Lender 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
3.19.  Additional Documents and
Statements .  Such
additional documents, affidavits, certificates and opinions as Lenders may
reasonably require to insure compliance with this Credit Agreement.
  Section
3.20.  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.
  
 ARTICLE
IV
  REPRESENTATIONS AND
WARRANTIES
  To induce
Lender 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 Term Loan, 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 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, as 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 3.16, 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 result in any Material Adverse Change in any Casino Facility or in its
business, financial condition, properties or operations.  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 Term Note, the Security Documentation and all other Loan
Documents, when executed and delivered by Borrowers in connection with the Term
Loan 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 Term Loan 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 Lender
misleading or incorrect in any material respect to the date of this Credit
Agreement.  Any and all financial statements heretofore furnished to
Lender 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.
  
 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
result in a Material Adverse Change, 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 fee title to the Real Property (other than the
City Parking Lot Property) as the same is defined as of the Restatement
Effective Date, at all times during the term of the Term
Loan.  Borrowers shall have a leasehold interest in and to the City
Parking Lot Property pursuant to the City Parking Lot Lease at all times during
the term of the Term Loan.  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 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 Lender 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 Lender as a material inducement to establish the Term
Loan.
  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 Lender with respect to the extensions of credit contemplated
hereby as a result of any agreement entered into by Borrowers, and Borrowers
agree to indemnify Lender against any such claims for brokerage fees or
commissions and to pay all expenses including, without limitation, reasonable
attorney's fees incurred by Lender 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 result in a Material Adverse
Change.
  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 Restatement Effective 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 Lender 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 Restatement Effective 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.
  Section
4.18.  Gaming Permits and
Approvals .  As
of the Restatement Effective 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.  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
4.22.  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 Change on the
business, operations, property, assets or condition (financial or otherwise) of
Borrowers taken as a whole.
  
 Section
4.23.  Contingent
Liabilities .  As
of the Restatement Effective 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 4.23.
  Section
4.24.  City Parking Lot
Lease .  The
copies of the City Parking Lot Lease and all modifications and amendments
thereto (if any) which have been delivered to Lender in accordance with Section
3.15 are each a true, correct and complete copy of the respective original
thereof, as in effect on the Restatement Effective Date, and no amendments or
modifications have been made to such City Parking Lot Lease, except as set forth
by documents delivered to Lender in accordance with said Section 3.15 or
otherwise reasonably approved in writing by Lender.  The City Parking
Lot Lease has not been terminated and is in full force and
effect.  WMCKAC is not in default in the observance or performance of
any of its obligations under the City Parking Lot Lease and has done all things
required to be done as of the Restatement Effective Date to keep unimpaired its
rights thereunder.
  ARTICLE
V
  GENERAL COVENANTS OF
BORROWERS AND GUARANTOR
  To induce
the Lender to enter into this Credit Agreement and establish the Term Loan,
Borrowers and Guarantor covenant to Banks as follows:
  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 Term Loan,
Borrowers shall be required to immediately, permanently reduce the Term Loan 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 Lender to verify to its reasonable satisfaction the amount of said
Capital Proceeds; in the event Lender 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 Lender, setting forth said values and amounts, and Lender agrees to accept
the results of said appraisal.  A Mandatory Principal Prepayment shall
immediately be made in the amount of the FF&E disposed of, in excess of One
Hundred Fifty Thousand Dollars ($150,000.00), as set forth by such
appraisal.
  
 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
Bank 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 Lender 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 Lender 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
Bank 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 Lender.
  
 Section
5.06.  Preservation and Maintenance
of Properties and Assets; Acquisition of Additional Property .
  (a)  Until
Bank 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 result in a Material Adverse Change, 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.
  (b)  Furthermore,
in the event any Borrower, Guarantor or any Affiliate and/or Subsidiary thereof,
shall acquire any 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
Bank 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
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
Bank Facility Termination, the Borrower Consolidation and Guarantor shall,
unless the Lender otherwise consents, at Borrowers' Consolidation and
Guarantor's sole expense, deliver to the Lender 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
the first two (2) calendar months of each Fiscal Quarter commencing with the
Fiscal Quarter ended September 30, 2008, the balance sheet and an income
statement of the Borrower Consolidation as at the end of such calendar month
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;
  (b)  As soon
as practicable, and in any event within forty-five (45) days after the end of
each Fiscal Quarter commencing with the Fiscal Quarter ended September 30,
2008 and continuing until Bank Facility Termination, 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;
  (c)  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 Lender (it being understood that any "Big 6" accounting firm shall be
automatically deemed satisfactory to the Lender), 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 Lender in
its good faith business judgment to be adverse to the interests of the
Lender.  Concurrently with the submission of such annual audited
financial statements, such independent certified public accountants shall
additionally furnish to Lender a Compliance Certificate, certifying that such
independent certified public accountant has no actual knowledge of any Default
or Event of Default;
  
 (d)  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;
  (e)  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 Lender, 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;
  (f)  On or
before forty-five (45) days after the end of each Fiscal Quarter commencing with
the Fiscal Quarter ended September 30, 2008 and continuing until Bank
Facility Termination, the Borrower Consolidation shall, at the Borrower
Consolidation's sole expense, deliver to the Lender, a Compliance Certificate in
each instance duly and accurately prepared and signed by an Authorized
Officer;
  (g)  Until
Bank Facility Termination, the Borrower Consolidation shall keep and maintain
complete and accurate books and records.  Borrowers shall permit
Lender and any authorized representatives of Lender 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 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 Lender in writing of such occurrence;
  (h)  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 Lender pursuant to other
provisions of this Section 5.08; and
  (i)  Until
Bank Facility Termination, Borrowers and Guarantor shall furnish to Lender any
financial information or other information bearing on the financial status of
the Borrowers which is reasonably requested by Lender.
  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 Restatement Effective Date and continuing until Bank
Facility Termination at their own cost and expense, and shall deposit with
Lender on or before the Restatement Effective 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 Lender, replacement cost for insurance purposes will be established by an
independent appraiser mutually selected by Borrowers and Lender.  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 Lender.  The Borrowers waive any and all rights of
subrogation against Lender.
  (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 Lender.
  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);
  (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 Lender as an additional
insured.  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.
  
 (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 Lender 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
Lender as an additional insured, 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 Lender.  All policies discussed above shall be endorsed
to provide that in the event of a cancellation, non-renewal or material
modification, Lender shall receive thirty (30) days prior written notice
thereof.  The Borrower Consolidation shall furnish Lender 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
Restatement Effective 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 Lender concurrently with the
delivery of such certificates or notices to such carrier or to
Borrowers.
  
 (l)  Any other
insurance reasonably requested by Lender 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 Term Loan, 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
Bank 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 Lender, 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 Lender and have maintained adequate reserves for
the payment thereof.
  Section
5.12.  Advances .  Until
Bank 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 result in a Material Adverse
Change, then Lender, 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 Lender pursuant to this Section 5.12
shall become an additional obligation of Borrowers to Lenders secured by the
Security Documentation and other Loan Documents, 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 and Lender 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 Term
Loan.  Further, Borrowers shall cause the Deeds of Trust, the
Financing Statements 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 Lender, 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.
  Section
5.14.  Indemnification .  Borrowers
and Guarantor agree to and do hereby jointly and severally indemnify, protect,
defend and save harmless Lender and each of its 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, Lender 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 Lender, 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
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, and
the repayment of the Term Loan.
  
 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
Bank Facility Termination, Borrowers shall promptly advise Lender 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.  Intentionally
omitted.
  Section
5.18.  Notice to Gaming Authorities
Board .  Borrowers
shall make all required reports and disclosures to the Gaming Authorities on a
timely basis.
  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 Term Loan, except pursuant to the
Security Documentation.  No Borrower shall change its name without
first giving sixty (60) days prior written notice to Lender, together with
evidence reasonably satisfactory to the Lender 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 Lender 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 Lender 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 result in a Material Adverse Change.
  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, Lender may require a certificate of compliance
with the Access Laws and indemnification agreement in a form reasonably
acceptable to Lender.  Lender may also require a certificate of
compliance with the Access Laws from an architect, engineer, or other third
party acceptable to Lender.
  (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 Lender.  In
connection with such approval, Lender may require a certificate of compliance
with the Access Laws from an architect, engineer or other person acceptable to
Lender.
  
 (c)  Borrowers
agree to give prompt written notice to Lender 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.
  Section
5.23.  City Parking Lot
Lease .  Until
Bank 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 City Parking Lot Lease.  None of the
Borrowers shall amend, modify or terminate, or enter into any agreement to
amend, modify or terminate the City Parking Lot Lease without the prior written
consent of Lender.
  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 Collateral prepared in compliance with FIRREA is determined
to be necessary by Lender, Borrowers agree to pay all reasonable fees, costs and
expenses incurred by Lender 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.  Conditions for Engagement of
Operating Manager .  No
member of the Borrower Consolidation shall execute a Management Agreement or
otherwise engage the services of an Operating Manager unless and until each of
the following conditions have been fully satisfied:
  (a)  Lender
shall have received from such Borrower a true and correct copy of the Management
Agreement and all amendments, exhibits, supplements and addendum attached
thereto or incorporated by reference therein;
  (b)  The
Management Agreement and services of the Operating Manager are subordinated to
the Term Loan and Loan Documents by the execution by Borrower and such Operating
Manager of a Management Subordination Agreement and the delivery thereof to
Lender concurrently with the execution of the Management Agreement;
  
 (c)  No
payment of Management Fees by any member of the Borrower Consolidation to
Operating Manager shall be permitted without the prior written consent of
Lender; and
  (d)  Borrower
shall not amend or modify or enter into any agreement to amend or modify the
Management Agreement without the prior written consent of
Lender.  Lender acknowledges its consent to the Management Services
Agreement by and between Borrowers and Guarantor, dated January 1,
2007.
  ARTICLE
VI
  FINANCIAL
COVENANTS
  Until
Bank Facility Termination, Borrowers and Guarantor agree, as set forth below, to
comply or cause compliance with the following Financial Covenants.
  Section
6.01.  Borrower Consolidation
Senior Leverage Ratio .  Commencing
with the Fiscal Quarter ended September 30, 2008 and continuing as of each
Fiscal Quarter end until the Maturity Date, the Borrower Consolidation shall
maintain a maximum Senior Leverage Ratio no greater than 2.00 to
1.00.
  Section
6.02.  Adjusted Fixed Charge
Coverage Ratio .  Commencing
as of the Fiscal Quarter ending December 31, 2009 and continuing as of each
Fiscal Quarter end until Bank Facility Termination, the Borrower Consolidation
shall maintain an Adjusted Fixed Charge Coverage Ratio no less than 1.10 to
1.00.
  Section
6.03.  Guarantor Total Leverage
Ratio .  Commencing
with the Fiscal Quarter ended September 30, 2008 and continuing as of each
Fiscal Quarter end until the Maturity Date, the Guarantor shall maintain a
maximum Guarantor Total Leverage Ratio of no greater than 4.00 to
1.00.  Each Total Leverage Ratio calculation shall be made on a
cumulative basis with respect to each applicable Fiscal Quarter and the most
recently ended three (3) preceding Fiscal Quarters on a rolling four (4) Fiscal
Quarter basis.
  Section
6.04.  Restriction on Transfer of
Ownership .  Until
Bank 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 Term Loan;
  
 (b)  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;
  (c)  Indebtedness
to Guarantor or any Subsidiary or Affiliate of Guarantor which is not a member
of the Borrower Consolidation (other than Subordinated Debt and unpaid
Management Fees) shall not exceed Five Hundred Thousand Dollars ($500,000.00) in
the aggregate at any time; and
  (d)  The
Subordinated Debt as of the Restatement Effective Date and any additional
unsecured subordinated debt, the rate of interest, which may not exceed six
percent (6%) per annum, and repayment terms of which are first approved in
writing by Lender and for which a payment subordination agreement, in the form
of Exhibit G hereto, has been first executed in favor of
Lender.  Provided,  however, until the occurrence of Bank
Facility Termination, no payments of interest or principal shall be permitted,
directly or indirectly, on any Subordinated Debt that is funded for the purpose
of making a Make Well Contribution to Borrower.
  Section
6.06.  Capital
Expenditures .  Commencing
with the Restatement Effective Date, 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 Seven Hundred Fifty Thousand Dollars ($750,000.00) on Non-Financed Capital
Expenditures during any Fiscal Year, without the prior written consent of Lender
having first been obtained.
  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 Restatement Effective
Date acceptable to the Lender and disclosed in writing prior to the Restatement
Effective 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,Saleof 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.
  
 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 Lender, 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;
  (f)  Investments
and Capital Expenditures in the Casino Facilities; and
  (g)  Investments
and Capital Expenditures to the Office Building Parcel.
  Section
6.10.  Restriction on
Distributions .  The
Borrower Consolidation shall not pay and disburse any Distributions without the
prior written consent of Lender.
  Section
6.11.  Contingent
Liabilities .  Borrowers
shall not incur any Contingent Liabilities.
  Section
6.12.  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 Change, to:
  (i)  engage in
any non-exempt "prohibited transaction", as such term is defined in
Section 4975 of the Code;
  (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 Lender 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 Change.
  Section
6.13.  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
6.14.  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 Lender.
  Section
6.15.  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
6.16.  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 statements delivered to
Lender 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 Lender 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 Term 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 Term Note for a
period of five (5) days from the date Lender gives written notice that such
payment is due or shall have defaulted in the payment of any principal on the
Term Note for two (2) days after written notice thereof is delivered to
Borrowers by Lender or Guarantor shall have defaulted in the payment of CCI Net
Proceeds due under the terms of the CCI Negative Pledge;
  (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 Lender 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 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 Lender, 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, expenses, indemnities or
any other amount owing under any Loan Document for a period of five (5) days
after notice thereof to Borrowers from Lender;
  
 (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 Term 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 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 Lender, 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 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 result in a Material Adverse
Change 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 Term Loan;
  (k)  The
occurrence of any Reportable Event as defined under the ERISA, which Lender
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
Lender;
  
 (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 Lender within ninety (90) days after its commencement,
and which (i) could materially adversely affect the priority of the encumbrances
and security interests granted Lender by any 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
Restatement Effective 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;
  (o)  The
occurrence of any default under the Guaranty or the CCI Negative Pledge or the
revocation, termination or repudiation of any of the Guarantor's promises,
obligations or covenants under the Guaranty or the CCI Negative Pledge;
or
  (p)  The
failure by WMCKVC to timely perform any obligation which it may have under the
City Parking Lot Lease.
  Section
7.02.  Default
Remedies .  Upon
the occurrence of any Event of Default, Lender shall declare the unpaid balance
of the Term Loan, together with the interest thereon, to be fully due and
payable and shall exercise any or all of the following remedies:
  (a)  The
Lender may declare all outstanding unpaid Indebtedness hereunder and under the
Term 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.
  
 (b)  The
Lender may exercise any and all remedies available to Lender under the Loan
Documents.
  (c)  The
Lender may exercise any other remedies available to Lender 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 Lender.
  For the
purpose of carrying out this section and exercising these rights, powers and
privileges, Borrowers hereby irrevocably constitute and appoint Lender 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.  Lender 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 Lender, its 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 Term Note);
  (c)  Next, to
the balance of interest remaining unpaid on the Term Note;
  (d)  Next, to
the balance of principal remaining unpaid on the Term 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 Lender to exercise any remedy available hereunder, it shall not
be necessary for Lender 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 Lender 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 Lender 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 Lender.
  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
Lender .  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 Lender
advisable, for an agent, supervisor, receiver or other representative of Lender
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.
  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 Lender shall have proceeded to enforce any right, power or remedy under
this Credit Agreement, the Term 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 Lender, then and in every such case Borrowers, Guarantor and Lender
shall be restored to their former positions and rights hereunder with respect to
the Collateral, and all rights, remedies and powers of Lender 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 Term 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
Lender.  However, in the event the amount paid to Lender is equal to
or less than Five Hundred Thousand Dollars ($500,000.00), such amount shall be
paid directly to Borrowers unless a Default or Event of Default shall have
occurred and then be continuing.  In the event the amount paid to
Lender 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 Lender, be applied to pay the outstanding balance of the
Term Loan as a Mandatory Principal Prepayment.  In the event the
amount so collected is applied to pay or reduce the outstanding balance of the
Term Loan, the amount received by Lender shall be applied in the priority set
forth in Section 7.03.  In the event Lender is 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 (subject to
Borrowers' option to have such funds applied towards Bank Facility Termination
in accordance with Paragraph (l) below):
  (a)  The
repairs, replacements and rebuilding shall be made in accordance with plans and
specifications approved by Lender and in accordance with all applicable laws,
ordinances, rules, regulations and requirements of Governmental
Authorities;
  (b)  Borrowers
shall provide Lender with a detailed estimate of the costs of such repairs or
restora­tions;
  
 (c)  Borrowers
shall satisfy the Lender that after the reconstruction is completed, the Casino
Facilities will be in substantially the same condition as they were immediately
prior to the casualty or condemnation which generated the funds to be
disbursed;
  (d)  If in the
Lender's sole reasonable opinion, such proceeds are insufficient to pay all
costs of reconstruction of the Casino Facilities or other Collateral damaged,
destroyed or condemned, Borrowers shall provide evidence reasonably acceptable
to Lender of the availability of additional funds sufficient to pay such
additional costs of reconstructing the Collateral;
  (e)  Borrowers
have delivered to the Lender a construction contract for the work of
reconstruction in form and content, including insurance requirements, acceptable
to the Lender with a contractor acceptable to the Lender;
  (f)  The
Lender in its 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 Lender of the availability of
funds (taking into consideration 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 Lender) 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
Lender 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;
  
 (k)  Disbursements
of such insurance or condemnation proceeds shall be made in the customary manner
used by Lender for the disbursement of construction loans; and
  (l)  At
Borrowers' option, the funds to be disbursed shall be applied towards Bank
Facility Termination.  In the event that disbursement of such funds
would be insufficient to provide for Bank Facility Termination then, as a
condition of Borrowers exercise of their option under this Paragraph (l),
Borrowers shall make a payment hereunder in an amount which is sufficient to
reduce Borrowers' Obligations hereunder so that application of the funds to be
disbursed by Lender is sufficient to result in Bank Facility
Termination.
  ARTICLE
IX
  Intentionally
Omitted
  ARTICLE
X
  GENERAL TERMS AND
CONDITIONS
  The
following terms and conditions shall be applicable throughout the term of this
Credit Agreement:
  Section
10.01.  Amendments and
Waivers .  No
amendment, waiver or modification of any provision of this Credit Agreement
shall be effective without the written agreement of Lender, Borrowers and
Guarantor.
  Section
10.02.  Failure to Exercise
Rights .  Nothing
herein contained shall impose upon Lender, Borrowers or Guarantor any obligation
to enforce any terms, covenants or conditions contained
herein.  Failure of Lender, Borrowers or Guarantor, in any one or more
instances, to insist upon strict performance by Borrowers, Guarantor or Lender
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
Lender, 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 Lender with all the terms, covenants and
conditions of this Credit Agreement and the other Loan Documents.  The
consent of Lender, Borrowers or Guarantor to any act or omission by Borrowers,
Guarantor or Lender shall not be construed to be a consent to any other or
subsequent act or omission or to waive the requirement for Lender, 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, faxed 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).  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.
  
 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, whether written or oral
with respect to the subject matter hereof, including, but not limited to, any
term sheets furnished by Lender 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 Lender 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 Lender,
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 Lender, Borrowers or Guarantor in the exercise of any right, power
or remedy shall not impair any such right, power or remedy or be 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 Lender, Borrowers or Guarantor
herein.  The exercise of any right or partial exercise thereof by
Lender, 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 Lender.
  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 Term Loan
hereunder and the execution and delivery of each other Loan Document until and
final payment of all sums owing under the Term Loan.
  
 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 .  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 Lender 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 Lender.
  Section
10.11.  Intentionally
omitted.
  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 Lender 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.
  Section
10.14.  Arbitration .
  (a)  Other
than an action or legal proceeding instituted by Lender 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.
  Section
10.15.  Waiver of Jury
Trial .  TO
THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWERS, GUARANTOR AND LENDER 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 LENDER WITH RESPECT TO THIS CREDIT AGREEMENT, THE TERM 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 LENDER 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
Lender's 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.
  Section
10.20.  Expenses.
  (a)  Generally.  Borrowers
and Guarantor agree upon demand to pay, or reimburse Lender for, all of Lender
's external audit, legal (to the extent incurred following the Restatement
Effective 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 Lender's
travel expenses, but including, without limitation, the reasonable fees,
expenses and disbursements of Lender's internal appraisers, environmental
advisors or legal counsel) incurred by Lender 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; (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 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 Lender, for all reasonable out-of-pocket costs and expenses, including
without limitation reasonable attorneys' fees and disbursements incurred by
Lender 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
arrangements provided under this Credit Agreement in the nature of a "work-out"
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 Term Loan; (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 Lender provided by law, if any Event
of Default exists, Lender 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 Lender to or for the credit or the account of any
Borrower or Guarantor against any and all obligations of Borrowers or Guarantor
under the Term Loan, now or hereafter existing, irrespective of whether or not
the Lender shall have made demand under this Credit Agreement or any Loan
Document and although such amounts owed may be contingent or
unmatured.  Lender agrees promptly to notify the Borrowers and
Guarantor after any such setoff and application made by Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.  The rights of Lender under this
Section 10.21 are in addition to the other rights and remedies which Lender
may have.
  Section
10.22.  The Existing Credit
Agreement and Existing RLC Note .  The
parties hereto agree that as of the Restatement Effective Date the Existing
Credit Agreement shall be and is hereby amended, superseded and restated in its
entirety by this Credit Agreement and the Existing RLC Note shall be and is
hereby amended, superseded and restated in its entirety by the Term
Note.  Promptly following the Restatement Effective Date, Lender shall
return to the Borrowers the Existing RLC Note marked "cancelled, superseded and
restated."
  
 Section
10.23.  Schedules
Attached .  Schedules
are attached hereto and incorporated herein and made a part hereof as
follows:
  Schedule
      3.16
              -
              Schedule
      of Significant Litigation
  Schedule
      4.16
              -
              Schedule
      of Spaceleases
  Schedule 4.17
              -
              Schedule
      of Equipment Leases and Contracts
  Schedule
      4.23
              -
              Schedule
      of Contingent Liabilities
  Section
10.24.  Exhibits
Attached .  Exhibits
are attached hereto and incorporated herein and made a part hereof as
follows:
 Exhibit A    -        
 Term Note - Form
 Exhibit
      B
              -
              Guaranty
      - Form
  Exhibit
      C
              -
              CCI
      Negative Pledge - Form
  Exhibit
      D
              -
              Authorized
      Officer's Certificate - Form
  Exhibit
E                -  
       Closing Certificate -
Form
  Exhibit
      F
              -
              Compliance
      Certificate - Form
  Exhibit
      G
              -
              Payment
      Subordination Agreement - Form
  Exhibit
      H
              -
              Intentionally
      omitted
  Exhibit
      I
              -
              Real
      Property Description
  Exhibit
J                 -   
      Management Subordination Agreement -
Form
   
  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/ Larry Hannappel
                Larry
      Hannappel,
                SecretaryCENTURY
      CASINOS CRIPPLE
                CREEK,
      INC.,
                a
      Colorado corporation
                
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                SecretaryWMCK
      ACQUISITION
                CORP.,
      a Delaware
                corporation
                
                
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                Secretary
   
  GUARANTOR:
                
                CENTURY
      CASINOS, INC.,
                a
      Delaware corporation
                
                
                By/s/ Larry
      Hannappel
                Larry
      Hannappel,
                Senior
      Vice President
                
                Address
      for the Borrower
                Consolidation
      and Guarantor:
                
                2860
      South Circle Drive, Suite 350
                Colorado
      Springs, CO  80906
                Attn:  Larry
      Hannappel
                
                Phone:         (719)
      527-8300
                Fax:              (719)
      623-9397
                
                with
      a copy to:
                
                Douglas
      R. Wright, Esq.
                Faegre
      & Benson, LLP
                1700
      Lincoln Street
                Suite
      3200
                Denver,
      CO  80203
                
                Phone:         (303)
      607-3500
                Fax:              (303)
      607-3600
   
   LENDER:
                
                WELLS
      FARGO BANK,
                National
      Association,
                Lender
                
                By/s/ Erna Stuckey
                Erna
      Stuckey,
                Vice
      President
                
                Address:
                
                Wells
      Fargo Bank, N.A.
                5340
      Kietzke Lane, Suite 201
                Reno,
      NV  89511
                Attn:  Erna
      Stuckey, V.P.
                
                Phone:          (775)
      689-6017
                Fax:               (775)
      689-6026
 
  
 
 SCHEDULE
3.16
 
 SCHEDULE
OF
 SIGNIFICANT
LITIGATION
 
 
 
 None.
 
 
 
 
 SCHEDULE
4.16
 
 SCHEDULE OF
SPACELEASES
 
 
 1.
              Parking
      Lease and Option to Purchase, dated June 1, 1998, by and between City of
      Cripple Creek and WCMCK Ventures, Inc., as amended by that certain
      Amendment No. 1 to Parking Lease and Option to Purchase, dated February
      17, 2000, by and between the City of Cripple Creek and WMCK Venture
      Corporation (collectively, the “Lease”).  The Lease expires May
      10, 2010.
 
 
 SCHEDULE
4.17
 SCHEDULE OF EQUIPMENT LEASES
AND CONTRACTS
  
 Total
      Minimum
              
              
              Monthly
              
              
              
              
              First
              LastLessee
              Lessor
              Description
              
              Lease Payments
              
              
              Payment
              
              
              # Months
              
              Payment
              PaymentVenture
              Toshiba
              2
      Copiers (Estudio 202L), Copier (Estudio 352),
              
              $
              20,520.00
              
              
              $
              570.00
              
              
              
              36
              
              Apr-06
              Apr-09Venture
              City
      of Cripple Creek
              Parking
      Lots (agrmnt 6/1/98, as amended 2/17/00)
              
              $
              1,080,000.00
              
              
              $
              7,500.00
              
              
              
              144
              
              Jun-98
              May-10Venture
              Pitney
      Bowes
              Mailing
      System
              
              $
              13,617.00
              
              
              $
              153.00
              
              
              
              89
              
              Jul-07
              Dec-14
 
 
 SCHEDULE
4.23
 
 SCHEDULE
OF
 CONTINGENT
LIABILITIES
 
 
 
 None.
  
    EXHIBIT A
  AMENDED AND
RESTATED
 TERM
NOTE
 
 $4,400,000.00
 November
6, 2008
 
 
 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 (the
"Lender"), the principal sum of Four Million Four Hundred Thousand Dollars
($4,400,000.00), together with interest on the principal balance outstanding
from time to time at the rate or rates set forth in the Credit
Agreement.
  A.  Incorporation of Credit
Agreement.
   1.  Reference
is made to the Second Amended and Restated Credit Agreement dated concurrently
herewith (the "Credit Agreement"), executed by and among the Borrowers and
Lender.  Terms defined in the Credit Agreement and not otherwise
defined herein are used herein with the meanings defined for those terms in the
Credit Agreement.  This Amended and Restated Term Note is a
restatement of and supersedes in its entirety the Revolving Credit Note dated
April 21, 2000, for the purpose of evidencing the continuance of the
outstanding principal balance thereunder as a Term Loan and shall constitute the
Term Note ("Term Note") referred to in the Credit Agreement, and any holder
hereof is entitled to all of the rights, remedies, benefits and privileges
provided for in the Credit Agreement as originally executed or as it may from
time to time be supplemented, modified or amended.  Upon execution of
this Amended and Restated Term Note, and occurrence of the Restatement Date, the
Revolving Credit Note dated April 21, 2000, shall be void and of no further
force or effect.  The Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events upon the terms and conditions therein specified.
  2.  The
outstanding principal indebtedness evidenced by this Term Note shall be payable
as provided in the Credit Agreement and in any event on July 1, 2012, the
Maturity Date.
  3.  Interest
shall be payable on the outstanding daily unpaid principal balance of this Term
Note from the date thereof until payment in full and shall accrue and be payable
at the rates and on the dates set forth in the Credit Agreement both before and
after Default and before and after maturity and judgment, with interest on
overdue interest to bear interest at the Default Rate, to the fullest extent
permitted by applicable law.
  1
 4.  The
amount of each payment hereunder shall be made to the Lender at the Lender's
office as specified in the Credit Agreement at the time or times set forth
therein, in lawful money of the United States of America and in immediately
available funds.
  5.  This Term
Note is fully funded as of the Restatement Effective Date.
   B.  Default.  The
"Late Charges and Default Rate" provisions contained in Section 2.09 and
the "Events of Default" provisions contained in Article VII of the Credit
Agreement are hereby incorporated by this reference as though fully set forth
herein.
  C.  Waiver.  Borrowers
waive diligence, demand, presentment for payment, protest and notice of
protest.
  D.  Collection
Costs.  In the event of the occurrence of an Event of Default,
the 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.
  E.  Interest Rate
Limitation.  Notwithstanding any provision herein or in any
document or instrument now or hereafter securing this Term 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.
  F.  Security.  This
Term Note is secured by the Security Documentation described in the Credit
Agreement.
  G.  Governing
Law.  This Term Note has been delivered in Reno, Nevada, and
shall be governed by and construed in accordance with the laws of the State of
Nevada.
  H.  Partial
Invalidity.  If any provision of this Term 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 Term
Note.
  I.  No Conflict with Credit
Agreement.  This Term Note is issued under, and subject to, the
terms, covenants and conditions of the Credit Agreement, which Credit Agreement
is by this reference incorporated herein and made a part hereof.  No
reference herein to the Credit Agreement and no provision of this Term Note or
the Credit Agreement shall alter or impair the obligations of Borrowers, which
are absolute and unconditional, to pay the principal of and interest on this
Term Note at the place, at the respective times, and in the currency prescribed
in the Credit Agreement.  If any provision of this Term Note conflicts
or is inconsistent with any provision of the Credit Agreement, the provisions of
the Credit Agreement shall govern.
  2
 IN
WITNESS WHEREOF, this Term Note has been executed as of the date first
hereinabove written.
 
 WMCK
      VENTURE CORP.,
                  a
      Delaware corporation
                  By
      /s/ Larry
      Hannappel
                  Larry
      Hannappel,
                  Secretary
                  
                  CENTURY
      CASINOS CRIPPLE
                  CREEK,
      INC.,
                  a
      Colorado corporation
                  By
      /s/ Larry
      Hannappel
                  Larry
      Hannappel,
                  Secretary
                  
                  WMCK
      ACQUISITION
                  CORP.,
      a Delaware
                  corporation
                  By/s/ Larry
      Hannappel
                  Larry
      Hannappel,
                  Secretary
 
  3
  EXHIBIT B
 GENERAL CONTINUING
GUARANTY
 
 
 THIS
GENERAL CONTINUING GUARANTY ("Guaranty"), dated as of November 6, 2008, is
executed and delivered by CENTURY CASINOS, INC., a Delaware corporation
(hereinafter referred to as the "Guarantor"), in favor of the Beneficiary,
referred to below, and in light of the following:
 
 R_E_C_I_T_A_L_S:
 
 WHEREAS:
  A.  Reference
is made to that certain Second Amended and Restated Credit Agreement, dated
concurrently herewith (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")
and Wells Fargo Bank, National Association (together with its successors and
assigns, the "Lender").
   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 Beneficiary to continue and extend financial accommodations to
Borrowers pursuant to the Credit Agreement, and in consideration thereof, and in
consideration of any loans, advances, or other financial accommodations
heretofore or hereafter extended by Beneficiary 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 Beneficiary, as follows:
 
 1.           Definitions and
Construction.
 
 (a)           Definitions.  The
following terms, as used in this Guaranty, shall have the following
meanings:
 
 "Beneficiary" shall
mean the Lender.
 
 "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.
 
 1
 "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 Term 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 Beneficiary arising directly or indirectly out of or in
connection with the Credit Agreement, the Term 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 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
Beneficiary.
 
 "Lender" shall mean
Wells Fargo Bank, National Association.
 
 (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 Term Note.
 
 2
 2.           Guarantied
Obligations.  Guarantor hereby irrevocably and unconditionally
guaranties to Beneficiary, 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 Term 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,
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 Beneficiary, (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 Beneficiary 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 Term 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 within five (5) Banking Business Days
of Guarantor's receipt of written notice of such failure.
 
 3
 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 Term Note.  Guarantor
agrees that it is directly, jointly and severally with any other guarantor of
the Guarantied Obligations, liable to Beneficiary, that the obligations of
Guarantor hereunder are 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
Beneficiary of whatever remedies they may have against Borrowers or any other
guarantor, or the enforcement of any lien or realization upon any security
Beneficiary may at any time possess.  Guarantor agrees that any
release which may be given by Beneficiary to Borrowers or any other guarantor
shall not release Guarantor.  Guarantor consents and agrees that
Beneficiary 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)           Except
as otherwise expressly set forth herein, 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 Beneficiary 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 Term 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 Beneficiary to institute suit against Borrowers
or to exhaust any rights and remedies which Beneficiary has 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 Beneficiary by Guarantor.  Guarantor further waives any
defense 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.
 
 4
 (c)           To
the maximum extent permitted by law, Guarantor hereby waives:  (i) any
rights to assert against Beneficiary 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 Beneficiary; (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 Beneficiary; (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
§§ 40.430 - 40.459, 40.475 and 40.485 as permitted by Nevada Revised
Statutes § 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,
Beneficiary, in its 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 Beneficiary 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 Beneficiary to exercise, in its 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 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.
 
 5
 (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 Beneficiary
against the Borrowers or any security which Beneficiary now has or hereafter
acquires, 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, Beneficiary 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 Term 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 Term 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.  Beneficiary shall have the right to seek recourse
against Guarantor to the fullest extent provided for herein and no election by
Beneficiary to proceed in one form of action or proceeding, or against any
party, or on any obligation, shall constitute a waiver of Beneficiary's right to
proceed in any other form of action or proceeding or against other parties
unless Beneficiary has expressly waived such right in
writing.  Specifically, but without limiting the generality of the
foregoing, no action or proceeding by Beneficiary 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 Beneficiary
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
Beneficiary 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 Beneficiary 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 Beneficiary is required to repay plus any and all costs and
expenses (including attorneys' fees) paid by Beneficiary in connection
therewith.
 
 6
 10.           Financial Condition of
Borrowers and Guarantor.
 
 a.           Guarantor
represents and warrants to Beneficiary 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
Beneficiary that it has read and understands the terms and conditions of the
Credit Agreement, the Term 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.
 
 b.           At
all times until the occurrence of Bank Facilities Termination, Guarantor shall
deliver to Beneficiary, 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, Beneficiary can
obtain 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, as amended, by accessing the EDGAR System
of the Securities and Exchange Commission.
 
 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
Beneficiary in enforcing this Guaranty or in collecting the Guarantied
Obligations; second, to all accrued and unpaid interest, premium, if any, and
fees owing to Beneficiary constituting Guarantied Obligations; and third, to the
balance of the Guarantied Obligations.
 
 13.           Guarantor
agrees to pay Beneficiary's 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 Beneficiary's 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 Beneficiary such sums will bear interest at
the Default Rate set forth in the Credit Agreement.
 
 7
 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 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:
  C entury
Casinos, Inc.,
 a Delaware
corporation
 2860 S.
Circle Drive, Ste. 350
 Colorado
Springs, CO  80906
 Attn:  Larry
Hannappel
  With a
copy
to:
 Douglas
R. Wright, Esq.
 Faegre
& Benson, LLP
 1700
Lincoln Street, Suite 3200
 Denver,
CO  80203
  If to
Beneficiary:
 Wells
Fargo Bank,
 National
Association
 Commercial
Banking Division
 5340
Kietzke Lane, Suite 201
 Reno,
NV  89511
 Attn:  Erna
Stuckey, V.P.
  With a
copy to:
 Timothy
J. Henderson, Esq.
 Henderson
& Morgan, LLC
 4600
Kietzke Lane, Suite K228
 Reno,
NV  89502
 
 8
 16.           Cumulative
Remedies.  No remedy under this Guaranty, under the Credit
Agreement, the Term 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 Term Note, or any other Loan Document, and those provided by
law.  No delay or omission by Beneficiary to exercise any right under
this Guaranty shall impair any such right nor be construed to be a waiver
thereof.  No failure on the part of Beneficiary 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 Beneficiary
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 Beneficiary.  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 Beneficiary; provided, however,
Guarantor shall not assign this Guaranty or delegate any of its duties hereunder
without Beneficiary's prior written consent and any unconsented to assignment
shall be absolutely void.  In the event of any assignment or other
transfer of rights by Beneficiary, the rights and benefits herein conferred upon
Beneficiary 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
BENEFICIARY, 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 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.
 
 9
 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
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.
 
 10
 22.           Waiver of Jury
Trial.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR AND
BENEFICIARY 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 BENEFICIARY 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
BENEFICIARY 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.
 
 23.           Restatement.  This
General Continuing Guaranty amends, restates, and supersedes in its entirety the
General Continuing Guaranty dated April 21, 2000.  Upon execution of
this General Continuing Guaranty, and occurrence of the Restatement Effective
Date, the General Continuing Guaranty dated April 21, 2000, shall be void and of
no further force or effect.
  11
  
 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/ Larry Hannappel
                Larry
      Hannappel,
                Senior
      Vice President
 
 STATE OF
COLORADO   )
 ) ss
 COUNTY OF
Denver          )
  The
foregoing instrument was acknowledged before me this 5th day of November,
2008 by LARRY HANNAPPEL as Senior Vice President of CENTURY CASINOS, INC., a
Delaware corporation
  My
commission expires: 12/16/2009.
 
 Witness
my hand and official seal.
 
 <confidential>
 Notary
Public
  12
   EXHIBIT
C
  NEGATIVE PLEDGE
AGREEMENT
 
 
 THIS
NEGATIVE PLEDGE AGREEMENT ("Agreement") is made and entered into as of the 6th
day of November, 2008, by and between CENTURY CASINOS, INC., a Delaware
corporation, hereinafter referred to as "Pledgor", and WELLS FARGO BANK,
National Association, hereinafter referred to as "Pledgee".
 
 R_E_C_I_T_A_L_S:
  A.  Reference
is made to that certain Second Amended and Restated Credit Agreement, dated as
of November 6, 2008 (as may be 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") and Pledgee as the Lender therein named (together with its
successors and assigns, the "Lender").
  B.  In this
Agreement, all capitalized words and terms not otherwise defined herein shall
have the respective meanings and be construed herein as provided in Section 1.01
of the Credit Agreement and any reference to a provision of the Credit Agreement
shall be deemed to incorporate that provision as a part hereof in the same
manner and with the same effect as if the same were fully set forth
herein.
  C.  Concurrently
with the Restatement Effective Date, Pledgor has executed and delivered the
Guaranty.  Pledgor is the owner of all of the outstanding stock
(collectively, the "CCTI Stock") of Century Casinos Tollgate, Inc., a Delaware
corporation ("CCTI").  CCTI owns all of the outstanding membership
interests (collectively the "CCTLLC Membership Interests") of CC Tollgate, LLC,
a Delaware limited liability company  ("CCTLLC").
  D.  CCTLLC is
the owner of the real property located in Central City, Colorado, more
particularly described on Exhibit A affixed hereto and by this reference
incorporated herein and made a part hereof, together with all improvements
situated thereon (collectively, the "Casino Property") upon which CCTLLC
operates a hotel and casino business commonly known and described as the
"Century Casino & Hotel" (the "Business Operation" and, together with the
Casino Property, collectively the "CC Hotel/Casino Facility").
  E.  Pledgor
is also the owner, through various Subsidiaries of other hotel, casino and
business operations located in various countries throughout the world (each
individually an "International Business" and collectively the "International
Businesses").
  1
 AGREEMENTS:
 
 In
consideration of the terms and conditions set forth herein and the making of the
Second Amended and Restated Credit Agreement by Pledgor, the parties agree as
follows:
  1.  As
additional assurances for the performance by Pledgor of each and every term and
provision contained in the Guaranty, Pledgor hereby agrees that: (i) Pledgor
will not, nor will Pledgor cause, or allow, CCTI to sell, transfer, mortgage,
pledge, encumber, grant a lien or security interest on or in, or otherwise
hyptothecate the CCTLLC Membership Interests, the CCTI Stock or any portion of,
or interest in, either of them any transaction or series of related transactions
(other than inventory in the ordinary course of business) for a gross sales
price of Five Million Dollars ($5,000,000) or more; (ii) Pledgor shall not sell
or transfer ownership of all or any portion of any subsidiary or any other
assets in any transaction or series of related transactions (other than
inventory in the ordinary course of business) for a gross sales price of Five
Million Dollars ($5,000,000.00) or more; and (iii) Pledgor shall not cause or
permit CCTI, CCTLLC or any other Subsidiary of Pledgor to sell or transfer
ownership of all or any portion of the CC Hotel/Casino Facility or any
International Business or any other assets in any transaction or series of
related transactions (other than inventory in the ordinary course of business)
for a gross sales price of Five Million Dollars ($5,000,000.00) or more, in each
case, unless the full amount of all CCI Net Proceeds resulting from such
sale or transfer are used by Pledgor or caused by Pledgor to be used by CCTI,
CCTLLC or other applicable Subsidiary to make a Mandatory Principal Prepayment
on the Term Loan on or before three (3) Banking Business Days following receipt
by Pledgor, CCTI, CCTLLC or other applicable Subsidiary of Pledgor of such CCI
Net Proceeds.
  2.  Pledgor
represents and warrants as of the date hereof that: (a) the CCTLLC
Membership Interests represent all of the issued and outstanding membership
interests of CCTLLC, (b) CCTLLC has not authorized or issued any membership
interests other than the CCTLLC Membership Interests, (c) it is the legal,
record and beneficial owner of, has good and marketable title to the CCTLLC
Membership Interests, and (d) the CCTLLC Membership Interests are validly
issued, fully paid and non-assessable and are not subject to any lien, pledge,
charge, encumbrance or security interest or right or option on the part of any
third Person to purchase or otherwise acquire the CCTLLC Membership Interests or
any part thereof nor are the CCTLLC Membership Interests subject to any
restriction relating to the voting or other rights attaching
thereto.
  3.  Pledgor
represents and warrants as of the date hereof that: (a) the CCTI Stock
represents all of the issued and outstanding stock of CCTI; (b) CCTI has not
authorized or issued any stock other than the CCTI Stock; (c) it is the legal,
record and beneficial owner of, has good and marketable title to the CCTI Stock;
and (d) the CCTI Stock is validly issued, fully paid and non-assessable and is
not subject to any lien, pledge, charge, encumbrance or security interest or
right or option on the part of any third Person to purchase or otherwise acquire
the CCTI Stock or any part therof nor is the CCTI Stock subject to any
restriction relating to the voting or other rights attaching
thereto.
   2
 4.  Upon
the full and complete satisfaction of the Term Note and all other amounts
owing under any of the Loan Documents and the occurrence of Bank Facility
Termination, Pledgee shall terminate this Agreement and Pledgee shall, at the
request and expense of Pledgor, file such documents and take such action as may
be required by law or as Pledgor may reasonably request, at Pledgor's expense,
to effectuate such termination.
  5.  Pledgor
hereby covenants, agrees and acknowledges that an "Event of Default" shall exist
under this Agreement upon the occurrence of any of the following events or
conditions, and without the necessity of any demand or notice except as may be
expressly required herein or under the Credit Agreement:
  a.  The
occurrence of any "Event of Default" as defined and described in the Credit
Agreement; and/or
  b.  Any
default hereunder not cured within thirty (30) days after written notice from
Lender.
  6.  No
renewal, extension, amendment, restatement or modification of the Credit
Agreement, Term Note or any other Loan Document shall affect the rights of
Pledgee with respect to the CCTLLC Membership Interests, the CCI Stock, any
International Business, or any other asset which is subject hereto, or any part
of any of them, except to the extent specifically provided in such renewal,
extension, amendment, restatement or modification.  Pledgee's rights
hereunder shall continue unimpaired and Pledgor shall be and remain obligated in
accordance with the terms hereof notwithstanding any compromise or other
indulgence granted by Pledgee.  The Pledgor hereby waives notice of
acceptance of this Agreement and of extensions of credit, loans, advances, or
other financial assistance made by Lender to Borrowers.  The Pledgor
further waives presentment and demand for payment on the Term Note, protest and
notice of dishonor or default with respect to the Term Note or any other Loan
Document, and all other notices to which the Pledgor might otherwise be entitled
except as herein otherwise expressly provided.
   3
 7.  All
notices and other communications provided to any party hereto under this
Agreement shall be given as provided in the Guaranty.
  8.  Whether
or not the transactions contemplated hereunder are completed, the Pledgor will
pay all expenses relating to this Agreement, including, but not limited
to:
  a.  All
reasonable costs, outlays, attorneys' fees and expenses of any kind and
character had or incurred in the enforcement or defense of any of the provisions
of this Agreement; and
  b.  All
filing and recording fees, costs, expenses which may be incurred by Pledgee in
respect of the filing and/or recording of any document or instrument relating to
this Agreement.
  9.  This
Agreement shall be binding upon and inure to the benefit of the Pledgor, Pledgee
and their respective legal representatives, heirs, successors and assigns, and
the authorized transferees and holders of the Term Note; provided, however, that
Pledgor may not assign or transfer any of its rights or obligations hereunder
without the prior written consent of Pledgee.
  10.  This
Agreement, including the exhibits and other agreements referred to herein,
constitutes the entire agreement between the parties relating to the subject
matter hereof and cannot be changed or terminated orally, and shall be deemed
effective as of the date it is accepted by Pledgee.
  11.  This
Agreement shall be governed and construed under the laws of the State of Nevada
in all respects, including, but not limited to, matters of title, construction,
validity, performance and discharge.  Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under said laws.  However, if any provision of
this Agreement shall be held to be prohibited or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
  12.  Time is
of the essence of this Agreement.
  13.  Pledgor
agrees to indemnify and hold harmless Pledgee with respect to this Agreement in
accordance with the provisions of Section 5.14 of the Credit Agreement
which is incorporated by this reference as though fully set forth
herein.
  14.  This
Agreement may be executed in any number of separate counterparts with the same
effect as if the signatures hereto and hereby were upon the same
instrument.  All such counterparts shall together constitute one and
the same document.
  4
  15.  This
Agreement shall terminate upon Bank Facility Termination.  Upon the
occurrence of Bank Facility Termination, Pledgee shall take all actions as
Pledgor may reasonably request, as Pledgor's expense, to effectuate such
termination.
  IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first hereinabove written.
 
 PLEDGOR:
                CENTURY
      CASINOS, INC.,
                a
      Delaware corporation
                
                By:
      /s/ Larry
      Hannappel
                Larry
      Hannappel
                Senior
      Vice
      PresidentPLEDGEE:
                
                WELLS
      FARGO BANK,
                National
      Association,
                Lender
                
                By /s/ Erna
      Stuckey
                Erna
      Stuckey,
                Vice
      President
 
  5
  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 Second Amended and Restated 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
and Wells Fargo Bank, National Association (together with its successors and
assigns, the "Lender") and such Authorized Officers are authorized to deliver on
behalf of the Borrowers the 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.
 
 NAME
              POSITION
      IN EACH OF
                BORROWERS
              SIGNATURELarry
      Hannappel
              Chief
      Executive Officer, President, Chief Financial Officer, Secretary and
      Treasurer
              /s/ Larry
    Hannappel
 
 1
 IN
WITNESS WHEREOF, the undersigned secretaries of each of the Borrowers have
executed the foregoing Certificate on behalf of Borrowers as of the 6th day of
November, 2008.
 
 BORROWERS:
                WMCK
      VENTURE CORP.,
                a
      Delaware corporation
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                Secretary
                
                CENTURY
      CASINOS CRIPPLE
                CREEK,
      INC.,
                a
      Colorado corporation
                
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                Secretary
                
                WMCK
      ACQUISITION
                CORP.,
      a Delaware
                corporation
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                Secretary
 
  2
  EXHIBIT
E
 
 CLOSING
CERTIFICATE
 
 
 TO:
              WELLS
      FARGO BANK, National Association, in its capacity as Agent Bank under that
      certain Second Amended and Restated Credit Agreement, dated as of November
      6, 2008 (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"), and WELLS FARGO BANK, National Association (together with
      its successors and assigns, the "Lender").  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 Restatement Effective 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 Restatement Effective Date in all material respects as though such
representations and warranties had been made on and as of the Restatement
Effective Date;
 
 (b)           Since
the date of the most recent financial statements referred to in
Sections 3.17 and 5.08 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 has occurred;
 
 (c)           No
event has occurred and is continuing which constitutes a Default or Event of
Default under the terms of the Credit Agreement;
 
 (d)           Borrowers
have, as of the Restatement Effective 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 Restatement Effective Date;
 
 (e)           The
Credit Agreement, the Term 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 Lender 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.
 
 1
 IN
WITNESS WHEREOF, I have hereunto set my hand as of the 6th day of
November, 2008.
 
 WMCK
      VENTURE CORP.,
                a
      Delaware corporation
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                Secretary
                
                CENTURY
      CASINOS CRIPPLE
                CREEK,
      INC., a Colorado
                corporation
                By/s/ Larry Hannappel
                Larry
      Hannappel,
                Secretary
                
                WMCK
      ACQUISITION
                CORP.,
      a Delaware
                corporation
                By/s/ Larry Hannappel
                Larry
      Hannappel,
                Secretary
 
  2
   EXHIBIT
F
 
 COMPLIANCE
CERTIFICATE
 
 
 TO:
              WELLS
      FARGO BANK, National Association,
 as Lender
 
 Reference
is made to that certain Second Amended and Restated Credit Agreement, dated as
of November 6, 2008 (as may be 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")
and Wells Fargo Bank, National Association (the "Lender").  Terms
defined in the Credit Agreement and not otherwise defined in this Compliance
Certificate ("Certificate") shall have the meanings defined and described in the
Credit Agreement.  This Certificate is delivered in accordance with
Section 5.08(f) of the Credit Agreement.
 
 The
      period under review is the Fiscal Quarter ended [Insert
      Date]  together with,
      unless otherwise indicated, the three (3) immediately preceding Fiscal
      Quarters on a rolling four (4) Fiscal Quarter
  basis.
 
 I.
 
 COMPLIANCE WITH AFFIRMATIVE
COVENANTS
 
 A.FF&E (Section 5.01): Amount of Capital
      Proceeds from FF&E sold or disposed which exceeds One Hundred Fifty
      Thousand Dollars ($150,000.00) in the aggregate during the term of the
      Term Loan, in each instance which are not replaced by FF&E of
      equivalent value and utility.
              $______________B.Compliance with Payment Subordination
      Agreement (Section 5.03): Report the amount of any payments made on
      the Subordinated Debt:Interest
              $______________Principal
              $______________
   1
  C.Liens Filed (Section
      5.04):  Report any liens filed against the Real Property and the
      amount claimed in such liens.  Describe actions being taken with
      respect thereto.
              _______________D.Acquisition of Additional Property
      (Section 5.06(b)):  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 Lender under Section 5.16.
              ______________G.Tradenames, Trademarks and Servicemarks
      (Section 5.19):  Describe on a separate sheet any matters
      requiring advice to Lender under Section 5.19.
              ______________H.Notice of Hazardous Materials (Section
      5.20): State whether or not to your knowledge there are any matters of
      which Lender should be advised under Section 5.20.  If so,
      attach a detailed summary of such matter(s).
              ______________
   2
  I.City Parking Lot Lease (Section
      5.23):  Describe all defaults, if any, which occurred during the
      period under review under the City Parking Lot Lease.  Describe
      any modifications or amendments to the City Parking Lot
      Lease.  State whether or not such modifications or amendments
      have been consented to by Lender as required under Section 5.23 of
      the Credit Agreement.
              ______________J.Compliance with Management Agreement
      (Section 5.25):a.Has
      a Management Agreement been executed in compliance with the requirements
      of Section 5.25?
              yes/noIf so:b.Describe
      all defaults, if any, which occurred during the period under review under
      the Management Agreement.c.Describe
      any modifications or amendments to the Management Agreement.d.State
      whether or not such modifications or amendments have been consented to by
      Lender as required under Section 5.25 of the Credit
Agreement.e.Have
      any Management Fees been paid?
              yes/no
 
  3
  II.
 
 FINANCIAL
COVENANTS
 
 A.Borrower Consolidation Senior
      Leverage Ratio (Section 6.01):Funded
      Debt.To be calculated with reference to the Borrower
      Consolidation as of the last day of the Fiscal Quarter set forth
      above:a.Funded
      Outstanding on the Term Loan as of the last day of the Fiscal Quarter
      under review.
              $_____________b.Less
      the aggregate amount of any Make Well Contributions applicable to the end
      of the Fiscal Quarter under review.
              -
      $_____________c.TOTAL
      FUNDED DEBT
                (a - b)
              $_____________Divided (/) by:
              /EBITDAMTo be calculated with
      reference to the Borrower Consolidation on a cumulative basis with respect
      to the Fiscal Quarter under review and the most recently ended three (3)
      immediately preceding Fiscal Quarters on a four (4) Fiscal Quarter
      basis.d.Net
      income
              $_____________e.Plus
      Interest Expense (expensed and capitalized) to the extent deducted in the
      determination of Net Income.
              +
      $_____________f.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.
              +
      $_____________g.Plus
      depreciation, amortization and all other non-cash expenses to the extent
      deducted in the determination of Net Income.
              +
      $_____________h.Plus
      unpaid accrued Management Fees to the extent deducted in the determination
      of Net Income.
              +
      $_____________
   4
  i.Less
      all cash and non-cash income (including, but not limited to, interest
      income), transfers, loans and advances from CCI or any of its Subsidiaries
      that are not members of the Borrower Consolidation to the extent included
      in the determination of Net Income.
              -  $j.Less
      all other non-cash income from any source not specified in (l) above to
      the extent included in the determination of Net Income.
              -  $k.TOTAL
      EBITDAM.
                (d
      + e + f +g +h - i - j)
              $_____________Senior Leverage Ratio
      (c/k)
              :1Maximum Permitted Senior Leverage
      Ratio: 2.00 to 1.00B.Adjusted Fixed Charge Coverage Ratio
      (Section 6.03): Commencing as of the Fiscal Quarter ending
      December 31, 2009 and continuing as of each Fiscal Quarter end until
      Bank Facility Termination, the Borrower Consolidation shall maintain an
      Adjusted Fixed Charge Coverage Ratio no less than 1.10 to 1.00, to be
      calculated for a fiscal period consisting of each such Fiscal Quarter and
      the most recently ended three (3) preceding Fiscal Quarters on a rolling
      four (4) Fiscal Quarter basis:Numeratora.Total
      EBITDAM
                (Enter
      II A(k) above).
              $b.Less
      the aggregate amount of actually paid Distributions, including, without
      limitation, all Tax Distributions and interest on Subordinated Debt
      actually paid.
              -  $
  5
  c.Less
      the aggregate amount of Maintenance Capital Expenditures to the extent not
      (i) deducted in the determination of Net Income, or
      (ii) financed from the proceeds of permitted equity or subordinated
      indebtedness provided by CCI or any of its Subsidiaries that does not
      constitute a Make Well Contribution.
              -
      $d.Less
      the aggregate amount of Management Fees paid in cash.
              -
      $e.Total
      Numerator
                (a
      - b - c - d)
              $Divided (/) by the sum of:Denominatorf.The
      aggregate amount of actually paid Interest Expense.
              $g.Plus
      the aggregate amount of actually paid principal payments or reductions
      (without duplication) required to be made on all outstanding Indebtedness
      (exclusive of principal payments which may accrue, but are unpaid, under
      any Subordinated Debt and any principal prepayments made from the proceeds
      of Make Well Contributions).
              +  $h.Plus
      the current portion of Capitalized Lease Liabilities.
              +  $i.Total
      Denominator
                (f
      + g + h)
              $Adjusted Fixed Charge Coverage
      Ratio (e/i)
              :1
  6
  C.Guarantor TotalLeverage Ratio (Section
      6.03):  To be calculated with reference to the Guarantor as of
      the last day of each Fiscal Quarter commencing with the Fiscal Quarter
      ending September 30, 2008, to be calculated for a fiscal period consisting
      of each such Fiscal Quarter and the most recently ended three (3)
      preceding Fiscal Quarters on a rolling four (4) Fiscal Quarter
      basis:TOTAL
      FUNDED DEBT:a.The
      total, as of the last day of the Fiscal Quarter under review, of both the
      long-term and current portions (without duplication) of all interest
      bearing Indebtedness.
              $b.Plus
      the total, as of the last day of the Fiscal Quarter under review of both
      the long-term and current portions (without duplication) of all
      Capitalized Lease Liabilities.
              +
      $c.Plus
      all Contingent Liabilities (other than the Guaranty) as of the last day of
      the Fiscal Quarter under review.
              +
      $d.TOTAL
      FUNDED DEBT
                (a
      + b + c)
              $Divided (/) by:
              /EBITDAe.Net
      Income.
              $f.Plus
      Interest Expense (expensed and capitalized) to the extent deducted in the
      determination of Net Income.
              +
      $
  7
  g.Plus
      the aggregate amount of federal and state taxes on or measured by income
      for the period under review (whether or not payable during such period) to
      the extent deducted in the determination of Net Income.
              +
      $h.Plus
      depreciation, amortization and all other non-cash expenses for the period
      under review to the extent deducted in the determination of Net
      Income.
              +
      $i.Less
      all cash and non-cash income (including, but not limited to, interest
      income).
              -
      $j.Less
      all other non-cash income from any source not specified in (i) above to
      the extent added in the determination of Net Income.
              -
      $k.Total
      EBITDA
                (e
      + g + h - i - j)l.Total
      Leverage Ratio
                (d/k)
              :1.0Maximum
      Permitted:  4.00 to 1.00D.Restriction on 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 secured purchase money Indebtedness and
      Capital Lease Liabilities.
              $Maximum Permitted
              $    250,000.00
  8
  b.Set
      forth aggregate amount of Indebtedness to Guarantor or any Subsidiary or
      Affiliate of Guarantor which is not a member of the Borrower Consolidation
      (other than Subordinated Debt and unpaid Management Fees).
              $Maximum Permitted
              $   500,000.00c.Set
      forth the cumulative aggregate of all Subordinated Debt.
              $Did Lender give prior written
      consent to the incurrence of all Subordinated Debt set forth
      above?
              yes/noDoes the interest rate accrued
      under the terms of any Subordinated Debt exceed six percent (6%) per
      annum?
              yes/noF.Capital Expenditures (Section
      6.06):  Set forth for the Fiscal Year period in which the Fiscal
      Quarter under review occurs, the cumulative aggregate amount of Capital
      Expenditures made to the Casino Facilities as of the end of the Fiscal
      Quarter under review, as follows:a.Aggregate
      amount of Non-Financed Capital Expenditures.
              $b.Aggregate
      amount of Financed Capital Expenditures.
              $c.Total
      Capital Expenditures
                (a
      + b)
              $Minimum Total Capital
      Expenditures Required:  $250,000.00Maximum Non-Financed Capital
      Expenditures Permitted:  $750,000.00
   9
  G.Other Liens (Section 6.07):  On a
      separate sheet describe in detail any and all liens, encumbrances and/or
      negative pledges not permitted under
      Section 6.07.H.No Merger (Section 6.08):  On a
      separate sheet describe any and all mergers, consolidations and/or asset
      sales not permitted under Section 6.08.I.Restriction on Investments (Section 6.09):
      Describe any Investments made which are not permitted under Section
      6.09.J.Restrictions on Distributions
      (Section 6.10):a.Set
      forth the amount(s) of and describe on a separate sheet, all Distributions
      made during the Fiscal Quarter under review.
              $Requirement: None permitted
      without prior written consent of Lender.K.Contingent Liabilities (Section
      6.11):  Describe any Contingent Liabilities incurred by
      Borrowers which are not permitted by Section 6.11.L.ERISA (Section 6.12): Describe on a
      separate sheet any matters requiring advice to Lender under Section
      6.12.M.Margin Regulations (Section 6.13): Set
      forth the amount(s) of and describe on a separate sheet of paper any
      proceeds of the Term Loan used by any Borrower to purchase or carry any
      Margin Stock or to extend credit to others for the purpose of purchasing
      or carrying any Margin Stock.
              $N.No Subsidiaries (Section
      6.14):  On a separate sheet, describe any Subsidiaries created
      by any Borrower subsequent to the Restatement Effective
      Date.  State whether or not the creation of such Subsidiaries
      has been consented to by the Lender as required under Section 6.14 of the
      Credit Agreement.
              yes/noO.Transactions with Affiliates (Section
      6.15): Describe on a separate sheet any matters requiring advice to Lender
      under Section 6.15.
 
  10
 III.
 
 PERFORMANCE OF
OBLIGATIONS
 
 A review
of the activities of the Borrower Consolidation and Guarantor during the fiscal
period covered by the attached financial statements has been made under my
supervision with a view to determining whether during such fiscal period the
Borrower Consolidation and Guarantor performed and observed all of their
obligations under the Loan Documents.  The undersigned is not aware of
any facts or circumstances which would make any of the calculations set forth
above or attached hereto materially incorrect.  On the basis of the
foregoing, the undersigned certifies that the calculations made and the
information contained herein are derived from the books and records of the
Borrower Consolidation and the Guarantor and that each and every matter
contained herein correctly reflects those books and records.  Except
as described in an attached document or in an earlier Certificate, to the best
of my knowledge, as of the date of this Certificate there is no Default or Event
of Default has occurred or remains continuing.
 
 IV.
 
 NO MATERIAL ADVERSE
CHANGE
 
 To the
best of my knowledge, except as described in an attached document or in an
earlier Certificate, no Material Adverse Change has occurred since the date of
the most recent Certificate delivered to the Lender.
 
 11
 DATED
this ____ day of _____________, 200___.
 
 BORROWERS:
                WMCK
      VENTURE CORP.,
                a
      Delaware corporation,
                CENTURY
      CASINOS CRIPPLE
                CREEK,
      INC., a Colorado corporation and WMCK ACQUISITION CORP.,
                a
      Delaware corporation
                By
                Title:
      Authorized Officer
                Print
                Name______________________GUARANTOR:
                CENTURY
      CASINOS, INC.,
                a
      Delaware corporation
                By
                Name
                Title
 
  12
   EXHIBIT
G
 
 PAYMENTSUBORDINATION
AGREEMENT
 
 
 THIS
PAYMENT SUBORDINATION AGREEMENT (the "Agreement") is made and entered into as of
the 6th day of November, 2008, by Century Casinos, Inc., a Delaware Corporation
(hereinafter referred to as "Subordinator") and delivered to WELLS FARGO BANK,
National Association ("Lender") as the Lender hereinafter
described.
 
 R_E_C_I_T_A_L_S:
 
 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 Five Million Six Hundred Ninety-One Thousand Dollars
($5,691,000) (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, 2007 (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 (the "Borrowers")
have entered into a Second Amended and Restated Credit Agreement dated as of
November 6, 2008 (as it may be amended, modified or supplemented from time to
time, the "Credit Agreement") with Wells Fargo Bank, National Association
(together with its successors and assigns, the "Lender"), under the terms of
which Lender agreed to establish a term loan ("Term Loan") in the amount of Four
Million Four Hundred Thousand Dollars ($4,400,000.00), all subject to the terms
and conditions set forth in the Credit Agreement.  The Term Loan is
evidenced by a Term Note ("Term Note") in the principal sum of Four Million Four
Hundred Thousand Dollars ($4,400,000.00).
  2.  The
Subordinated Note may not be transferred or assigned by Subordinator without the
prior written consent of Lender 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.
  1
  3.  So long
as any monetary obligation or other obligation or commitment to advance funds
under the Credit Agreement, the Term 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 referred
to herein as the "Bank Debt") shall remain unpaid or unfunded, in whole or in
part, the Subordinator may not receive any payment of principal or interest,
directly or indirectly, on the Subordinated Debt.
  4.  In the
event that any such payments of principal and/or interest are made in violation
of the foregoing provisions, such payments shall not be accepted by Subordinator
and, if so accepted, shall be held in trust for the benefit of, and shall be
paid forthwith over and delivered to Lender.  The subordination
provisions set forth hereinabove are made for the benefit of Lender and it is
understood by Company and by Subordinator that Lender will take certain actions
in reliance upon such subordination provisions.  It is further
understood that Lender's reliance upon the referenced subordination provisions
shall not constitute a waiver by Lender of its 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 any Borrower, its creditors
or its property;
  (ii)  any
proceeding for the liquidation, dissolution or other winding-up of any Borrower,
voluntary or involuntary, whether or not involving insolvency, reorganization or
bankruptcy proceedings;
  (iii)  any
assignment by any Borrower for the benefit of creditors; or
  (iv)  any other
marshalling of the assets of any Borrower;
  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 or the Subordinated
Loan Documents 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 or the Subordinated Loan
Documents 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.
 
 2
 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 any of the Borrowers relating to any Subordinated Debt and will assign
to 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, together
with the occurrence of Bank Facility Termination, as defined in the Credit
Agreement.
 
 (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 reasonably
require in order to prove and realize upon any rights or claims pertaining to
Subordinated Debt and to effectuate the full benefit of the subordination
contained herein) as may, in the opinion of counsel designated by the Lender, be
reasonably necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.
 
 3
 (e)           The
Subordinator understands and acknowledges by its execution hereof that the
actions of the Lender in connection with the Bank Debt are being or have been
made in reliance upon the subordination of the Subordinated Debt to Bank Debt as
set forth herein.
  6.  Subordination Legend;
Further Assurances.  The Company and the Subordinator will
cause each note and instrument (if any) evidencing the Subordinated Debt to be
endorsed with the following legend:
  "The
      Indebtedness evidenced by this instrument is subordinated to the prior
      payment in cash in full of all Bank Debt (as defined in the Payment
      Subordination Agreement, dated as of November 6, 2008) pursuant to, and to
      the extent provided in, the Payment Subordination Agreement by the maker
      hereof and payee named herein in favor of the Lender therein named and its
      successors and assigns."
  The
Company and Subordinator each hereby agree to mark its respective books of
account in such a manner as shall be effective to give proper notice of the
effect of this Agreement.  The Company and the Subordinator will at
their expense and at any time and from time to time promptly execute and deliver
all further instruments and documents and take all further action that may be
necessary or that the Lender may reasonably request in order to protect any
right or interest granted or purported to be granted hereunder or to enable the
Lender to exercise and enforce its rights and remedies hereunder.
  7.  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 any of the Borrowers, 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 (as defined in the Credit Agreement) therefor, or any agreement
or agreements, including guaranties, in connection therewith, shall affect this
Agreement or the obligations of the Subordinator hereunder.
  (b)  All
rights and interests of the Lender 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 Credit Agreement, the Term Note or any
other Loan Document, or any agreement or instrument relating
thereto;
  4
  (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 Term Note or any other Loan Document;
  (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 Lender or any other Person to the change, restructure or termination
of the corporate structure or existence of the Borrowers 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 Lender 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 Lender 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
Borrowers or the Subordinator.
  Without
limiting the generality of the foregoing, the Subordinator hereby consents to
and agrees that the rights of Lender 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 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 Lender upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as though such
payment had not been made.
  5
 (c)  The
Subordinator waives the right to require the Lender to proceed against the
Borrowers or any other person liable on the Bank Debt, to proceed against or
exhaust any security held from any Borrower or any other person, or to pursue
any other remedy in the Lender's power whatsoever and the Subordinator waives
the right to have the property of the Borrowers first applied to the discharge
of the Bank Debt.  The Lender may, at its election, exercise any right
or remedy it may have against the Borrowers or any security held by the Lender,
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
Borrowers or any such security, whether resulting from such election by the
Lender or otherwise.  The Subordinator waives any defense arising by
reason of any disability or other defense of the Borrowers or by reason of the
cessation from any cause whatsoever (including, without limitation, any
intervention or omission by the Lender) of the liability either in whole or in
part, of the Borrowers to the Lender for the Bank Debt.
  (d)  Until the
Bank Debt is fully and indefeasibly paid, the Subordinator shall not proceed
against the Company for the recovery of all or any portion of the Subordinated
Debt, or proceed against or exhaust any security held from the Company or any
other person, or pursue any other right or remedy in the Subordinator's power
whatsoever for the collection of all or any portion of the Subordinated
Debt.
  8.  In case
of a breach by the Subordinator of this Agreement, 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 as a result of such breach under this Agreement, whether incurred
pre-trial, at trial or on appeal.
  9.  Time
shall be of the essence of this Agreement.
  10.  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
the Arbitration provisions set forth below in paragraph 11, 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.
  6
  11.  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, Term
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.
   12.  Waiver of Jury
Trial.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, LENDER, 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 TERM NOTE OR
ANY OF THE LOAN DOCUMENTS, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE DEALINGS OF LENDER, THE COMPANY AND SUBORDINATOR WITH RESPECT
TO THIS AGREEMENT, THE CREDIT AGREEMENT, THE TERM 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, LENDER, 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.
   7
 13.  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.
  14.  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.
  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/ Larry
      Hannappel
                Larry
      Hannappel
                Senior
      Vice President
                
                COMPANY:
                WMCK
      Venture Corp.,
                a
      Delaware Corporation
                By /s/
      Larry Hannappel
                Larry
      Hannappel
                Secretary
              LENDER:
                WELLS
      FARGO BANK,
                National
      Association
                
                By
      /s/ Erna
      Stuckey
                Erna
      Stuckey,
                Vice
      President
 
  8
  EXHIBIT
I
 
 LEGAL
DESCRIPTION
 
 All that
real property situate in the City of Cripple Creek, County of Teller, State of
Colorado more particularly described as follows:
  PARCEL
1:
 
 Lot 16R
(formerly known as Lots 16, 17 and 18R),
 Block
21,
 FREMONT
(now Cripple Creek),
 According
to the original plat as modified by the Subdivision Exemption Plats recorded
April 3, 1998 at Reception No. 474412 and August 19, 1999 at Reception
No. 495830,
 Teller
County, Colorado.
 
 PARCEL
2:
 
 Lot
15,
 Block
21,
 FREMONT
(now known as Cripple Creek),
 Teller
County, Colorado.
 
 PARCEL
3:
 
 Lot 38R
(formerly known as Lots 38, 39 and 40),
 Block
20,
 FREMONT
(now Cripple Creek),
 According
to the Subdivision Exemption Plat filed August 10, 1998 at
2-LS-41,
 Teller
County, Colorado.
 
 PARCEL
4:
 
 Lot
21R,
 Block
21,
 FREMONT
(now Cripple Creek),
 According
to the Subdivision Exemption Plat recorded February 27, 1992 in Plat
Book L Page 40 and the Amended Subdivision Exemption Plat recorded
October 19, 1992 in Plat Book L Page 84,
 
 1
 -and-
 
 Lots 24
through 27,
 Block
21,
 FREMONT
(now Cripple Creek),
 
 PARCEL
5:
 
 Lots 1
through 5,
 Block
2,
 FIRST
ADDITION TO FREMONT (now Cripple Creek)
 
 PARCEL
6:
 
 The South
75 feet of Lots 1 through 4, the East 19 feet, 4 inches of the South
75 feet of Lot 5, the North 50 feet of Lots 1 through 4, and the East 19 feet, 4
inches of the North 50 feet of Lot 5, all in Block 29, FREMONT (now Cripple
Creek)
 
 PARCEL
7:
 
 That
portion of the South half of vacated alley in Block 2, First Addition to
Fremont, lying East of the West line of Lot 5, Block 2, First Addition
to Fremont, now Cripple Creek, extended North
 
 PARCEL
8:
 
 That
portion of the North half of vacated alley in Block 2, First Addition to
Fremont, lying East of the West line of the East 19 feet 4 inches of Lot 5,
Block 29, Fremont, now Cripple Creek, extended South
 
 PARCEL
9:
 
 That
portion of Outlot A, lying east of the West line of the East 19 feet 4 inches of
Lot 5, Block 29, Fremont, now Cripple Creek, extended South
 
 PARCEL
10:
 
 That
portion of the West half of vacated South Second Street, lying South of the
North line of Block 29, Fremont, now Cripple Creek, extended Easterly, and
North of the South line of Block 2, First Addition to Fremont, now Cripple
Creek, extended Easterly, and West of the West boundary of Colorado Highway
67
 
 2
 Parcel
11:
 
 Lots 6, 7
and 8, now 6R, and Lots 9 through 12, Block 2, First Addition to Cripple Creek,
County of Teller, State of Colorado.
 
 Parcel
12:
 
 Lots 11
through 20 in Block 28 of the Fremont Addition to the City of Cripple
Creek, County of Teller, State of Colorado.
 
 Parcel
13:
 
 Lot 1R
(formerly known as Lots 1, 2 and 3) and Lots 4 and 5
 Block 20,
FREMONT (now Cripple Creek)
 Teller
County, Colorado
  3
   EXHIBIT
J
 
 SUBORDINATION
AGREEMENT
 (Management
Agreement)
 
 
 THIS
SUBORDINATION AGREEMENT ("Agreement"), made this 6th day of November, 2008, by
and among WMCK VENTURE CORP., a Delaware corporation, CENTURY CASINOS CRIPPLE
CREEK, INC., a Colorado corporation and WMCK ACQUISITION CORP., a Delaware
corporation (collectively the "Borrowers"), parties of the first part, Century Casinos,
Inc. (hereinafter referred to as "Operator"), party of the second
part, and WELLS FARGO BANK, National Association, hereinafter referred to as
"Lender", party of the third part.
 
 R_E_C_I_T_A_L_S:
 
 WHEREAS:
  A.  Borrowers
own and/or operate all of that certain real property situated in Cripple Creek,
Colorado, that is more particularly described on that certain exhibit marked
"Exhibit A", affixed hereto and by this reference incorporated herein and
made a part hereof, together with all buildings, structures and other
improvements constructed or to be constructed thereon (hereinafter referred to
as the "Casino Facilities").
  B.  In this
Agreement all capitalized words and terms shall have the respective meanings and
be construed herein as provided in Section 1.01 of that certain Second
Amended and Restated Credit Agreement, dated as of November 6, 2008 (as may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), executed by and among the Borrowers, Century Casinos, Inc., a
Delaware corporation, as Guarantor, and the Lender.
  C.  Pursuant
to the Credit Agreement and subject to the terms and conditions specified
therein, Lender has established a term loan (the "Term Loan") in the principal
amount of Four Million Four Hundred Thousand Dollars ($4,400,000.00), all
subject to the terms and conditions set forth in the Credit
Agreement.  The Term Loan is evidenced by a Term Note (the "Term
Note") in the principal sum of Four Million Four Hundred Thousand Dollars
($4,400,000.00) executed by the Borrowers, payable to the order of
Lender.  The Term Loan is secured by the Deed of Trust, Financing
Statements and Assignment of Entitlements, Contracts, Rents and Revenues
executed by Borrowers in favor of Lender and recorded in the Official Records of
Teller County, Colorado, together with all other documents and instruments
collectively referred to in the Credit Agreement and hereinafter collectively
referred to as the "Security Documentation".
  1
 D.  Borrowers
have entered into a Management Services Agreement with Operator dated January 1,
2007 (hereinafter as it may be amended or modified from time to time the
"Management Agreement") under the terms of which Operator has agreed, in
exchange for certain payments, compensation and considerations therein
specified, to provide specified management services to Borrowers in connection
with the Casino Facility.
  E.  It is a
condition of consenting to the Management Agreement that the Security
Documentation shall unconditionally be at all times a lien or charge upon the
following (collectively, the "Collateral"): (i) the Real Property (ii) the
Casino Facility; (iii) the present and future tangible and intangible personal
property which is situated at, or used in operation of, the Casino Facility; and
(iv) the rents, issues, profits, income and revenues of the Casino Facility and
the activities conducted thereon; all prior and senior to the rights of Operator
under the terms of the Management Agreement.
  F.  It is a
further condition of consenting to the Management Agreement that after
April 30, 2008 Operator shall not receive any payments, service fees or
management fees (collectively, "Management Fees") under the Management
Agreement.
  G.  It is to
the mutual benefit of the parties hereto that Lender consent to the Management
Agreement and Operator is willing to agree that the Term Loan, Credit Agreement
and Security Documentation shall remain at all times prior to Bank Facility
Termination unconditionally paramount and superior to the rights and interests
of Operator under the Management Agreement.
  H.  It is to
the mutual benefit of the parties hereto that Lender consent to the Management
Agreement.
  I.  The
provisions of Section 1.02 of the Credit Agreement shall be applied to this
Agreement in the same manner as applied therein to the Credit
Agreement.
  NOW,
THEREFORE, in consideration of Lender, consenting to the Management Agreement,
the mutual benefits accruing to the parties hereto and other good and valuable
considerations, the receipt of which is hereby acknowledged, the parties hereto
do promise, covenant and agree as follows:
  1.  That
Lender would not consent to the Management Agreement but for this
Agreement.
  2
  2.  That the
Security Documentation securing the Term Loan in favor of Lender, and any and
all renewals, amendments, modifications, restatements and extensions thereof
shall unconditionally be and remain at all times a lien or charge on the
Collateral and business operations conducted in connection therewith prior and
superior to all right, title and interest which Operator may have or hereafter
acquire therein under the terms of the Management Agreement.  Operator
acknowledges that it is familiar with the terms and conditions of all of the
Security Documentation and hereby consents to execution, delivery, filing and
recording thereof.  In this regard it is understood and hereby agreed
that, notwithstanding anything contained in the Management Agreement to the
contrary, upon the consummation of any foreclosure or deed in lieu of
foreclosure, the Management Agreement shall be terminated and of no further
force or effect.
  3.  So long
as any monetary obligation or other obligation or commitment to advance funds
under the Credit Agreement, the Term Note or any other Loan Documents, as
defined in the Credit Agreement (as such obligations may be renamed, increased
or extended, including, without limitation, post petition interest whether or
not allowed in any insolvency proceedings, and fees, attorney costs and
indemnities under the Loan Documents, collectively the "Bank Debt") shall remain
unpaid or unfunded, in whole or in part, Operator shall not receive any payments
or Management Fees from the Borrowers in connection with the Management
Agreement.
  4.  In the
event that any such payments or Management Fees are made in violation of
Section 3 hereinabove, such payments shall not be accepted by Operator and,
if so accepted, shall be held in trust for the benefit of, and shall be paid
forthwith over and delivered to Lender.  The subordination provisions
set forth hereinabove are made for the benefit of Lender, and it is understood
by Borrowers and by Operator that Lender will take certain actions in reliance
upon such subordination provisions.  It is further understood that
Lender's reliance upon the referenced subordination provisions shall not
constitute a waiver by Lender of its 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
      Borrowers, their creditors or their
property;
 
 3
 (ii)
              any
      proceeding for the liquidation, dissolution or other winding-up of any
      Borrower, voluntary or involuntary, whether or not involving insolvency,
      reorganization or bankruptcy
proceedings;
 
 (iii)
              any
      assignment by any Borrower for the benefit of creditors;
  or
 
 (iv)
              any
      other marshalling of the assets of any
Borrower;
 
 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, whether in cash, securities or other property, shall be made
in connection with the Management Agreement.  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 the Management Agreement 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 paid in
full.
 
 (b)           If
any payment or distribution of any character or any security, whether in cash,
securities or other property, shall be received by Operator in contravention of
any of the terms hereof and before all Bank Debt shall have been 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 Operator 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)           Operator
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 the Bank Debt may require
in order to prove and realize upon any rights or claims pertaining to the
Management Agreement and to effectuate the full benefit of the subordination
contained herein) as may be necessary or appropriate to assure the effectiveness
of the subordination effected by these provisions.
 
 4
 (e)           Operator
understands and acknowledges by its execution hereof that the actions of the
Lender in connection with the Bank Debt are being or have been made in reliance
upon the absolute subordination of the Management Agreement to Bank Debt as set
forth herein.
  6.  Subject
to the terms of the Credit Agreement and any amendment, revision, restatement or
modification thereof:
  (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 Borrowers, 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 Operator
hereunder.
  (b)  All
rights and interests of Lender hereunder, and all agreements and obligations of
Operator and the Borrowers under this Agreement, shall remain in full force and
effect irrespective of:
  (i)
              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 or waiver of or
      any consent to departure from the Credit Agreement, the Term Note or any
      other Loan Document;
 
 (ii)
              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, 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;
 
 (iii)
              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;
 
 (iv)
              any
      consent by Lender or any other Person to the change, restructure or
      termination of the corporate structure or existence of the Borrowers or
      Operator, or any Subsidiary thereof and any corresponding restructure of
      the Bank Debt, or any other restructure of the Bank Debt or any portion
      thereof; or
  5
 (v)
              any
      modification, compounding, comprise, settlement, release by the Lender 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 Lender 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
Operator.
 
 Without
limiting the generality of the foregoing, Operator hereby consents to and agrees
that the rights of Lender 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 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 Lender upon the insolvency,
bankruptcy or reorganization of any Borrower or otherwise, all as though such
payment had not been made.
  (c)  Operator
waives the right to require the Lender to proceed against the Borrowers or any
other person liable on the Bank Debt, to proceed against or exhaust any security
held from the Borrowers or any other person, or to pursue any other remedy in
the Lender's power whatsoever and Operator waives the right to have the property
of the Borrowers first applied to the discharge of the Bank Debt.  The
Lender may, at its election, exercise any right or remedy it may have against
the Borrowers or any security held by the Lender, including, without limitation,
the right to foreclosure upon any such security by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, without affecting or impairing in any way the obligations of
Operator hereunder, except to the extent the Bank Debt has been paid, and
Operator 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 Operator against the Borrowers or any such security, whether resulting
from such election by the Lender.
  7.  Operator
hereby irrevocably agrees that any legal action or proceedings initiated by
Operator or against it by Lender with respect to this Agreement shall be brought
in the courts of the State of Colorado or in the United States District Courts
of Colorado and, by execution and delivery of this Agreement, Operator consents
to such jurisdiction and hereby irrevocably waives any and all objections which
it may have as to venue in any of the above courts.
  8.  Operator
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 successful
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.
  6
  9.  This
Agreement and the rights and obligations of the parties hereto shall be governed
by and construed and enforced in accordance with the laws of the State of
Colorado.
  10.  Borrowers
join in the execution of this Agreement to evidence their 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.
  11.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same document
with the same effect as if all parties had signed the same signature
page.  Any signature page of this Agreement may be detached from any
counterpart of this Agreement and reattached to any other counterpart of this
Agreement identical in form hereto but having attached to it one or more
additional signature pages.
  12.  It is
understood and agreed that, by virtue of its execution and delivery of this
Agreement, Operator shall not be deemed to be a maker, surety or other obligor
of any of Borrowers' Obligations (as defined by the Credit Agreement); however,
nothing contained in this Paragraph 12 shall relieve Operator from its
obligations to comply with the terms and conditions hereof.
  IN
WITNESS WHEREOF, the undersigned has executed this Agreement, as of the day and
year first above written.
 
 OPERATOR:
                CENTURY
      CASINOS, INC.,
                a Delaware Corporation
                
                By /s/ Larry
      Hannappel
                Larry Hannappel
                Senior
      Vice President
              BORROWERS:
                WMCK
      VENTURE CORP.,
                a
      Delaware corporation
                
                By /s/ Larry
      Hannappel
                Larry
      Hannappel,
                PresidentCENTURY
      CASINOS CRIPPLE
                CREEK,
      INC.,
                a
      Colorado corporation
                
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                PresidentWMCK
      ACQUISITION
                CORP.,
      a Delaware
                corporation
                
                By
      /s/ Larry
      Hannappel
                Larry
      Hannappel,
                PresidentLENDER:
                
                WELLS
      FARGO BANK,
                National
      Association
                
                By
      /s/ Erna
      Stuckey
                Erna
      Stuckey,
                Vice
      President
 
  7