Wells Fargo Sixth Amendment - Womacks


    SIXTH
      AMENDMENT TO

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


     

           THIS
      SIXTH AMENDMENT TO
      AMENDED AND RESTATED CREDIT AGREEMENT ("Sixth Amendment") is made and entered
      into as of the 31st day October, 2006, by and among WMCK VENTURE CORP., a
      Delaware corporation, CENTURY CASINOS CRIPPLE CREEK, INC., a Colorado
      corporation and WMCK ACQUISITION CORP., a Delaware corporation (collectively
      the
      "Borrowers"), CENTURY CASINOS, INC., a Delaware corporation (the "Guarantor")
      and WELLS FARGO BANK, National Association, as Lender and L/C Issuer and as
      the
      administrative and collateral agent for the Lenders and L/C Issuer (herein
      in
      such capacity called the "Agent Bank" and, together with the Lenders and L/C
      Issuer, collectively referred to as the "Banks").

    


    R_E_C_I_T_A_L_S:

           WHEREAS:

     

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

     

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

     

           C.  Borrowers
      desire to further amend the Existing Credit Agreement for the purpose of
      extending the Maturity Date from August 30, 2007 to December 31,
      2007.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

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

    

     

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

     

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

     

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

     

           "Maturity
      Date" shall mean
      December 31, 2007.

     

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

     

           "Sixth
      Amendment Effective
      Date" shall mean October 31, 2006, subject to the occurrence of each of the
      conditions precedent set forth in Paragraph 3 of the Sixth
      Amendment.

     

           2.  Extension
      of Maturity Date.
      As of
      the Sixth Amendment Effective Date, the definition of "Maturity Date" shall
      be
      and is hereby modified as set forth in the definition of Maturity Date contained
      in the Sixth Amendment.

     

           3.  Conditions
      Precedent to Sixth Amendment Effective Date.
      The
      occurrence of the Sixth Amendment Effective Date is subject to Agent Bank having
      received the following documents and payments, in each case in a form and
      substance reasonably satisfactory to Agent Bank, and the occurrence of each
      other condition precedent set forth below on or before November 5,
      2006:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

                a.  Due
      execution by Borrowers, Guarantor and Agent Bank of three (3) duplicate
      originals of this Sixth Amendment;

     

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

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

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

           

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

     

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

     

     

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

     

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

    


    
      	 	
              BORROWERS:

               

              WMCK
                VENTURE CORP.,

              a
                Delaware corporation

               

              By       /s/
                Larry
                Hannappel             
                

                  Larry
                Hannappel,

                  President

            
	 	
               

              CENTURY
                CASINOS CRIPPLE

              CREEK,
                INC.,

              a
                Colorado corporation

               

               

              
                By       /s/
                  Larry
                  Hannappel             
                  

                    Larry
                  Hannappel,

                    President

              

            
	 	
               

              WMCK
                ACQUISITION

              CORP.,
                a Delaware

              corporation

               

              By       /s/
                Larry
                Hannappel             
                

              
                
                  Larry
                    Hannappel,

                  President

                

              

            
	 	
               

              GUARANTOR:

               

              CENTURY
                CASINOS, INC.,

              a
                Delaware corporation

               

               

              By   /s/
                Larry
                Hannappel             
                

              Larry
                Hannappel,

              Senior
                Vice President

            
	 	
               

              BANKS:

               

              WELLS
                FARGO BANK,

              National
                Association,

              Agent
                Bank, Lender and

              L/C
                Issuer

               

               

              By     
                /s/ Ryan Edde        
                               
                

                 Ryan
                Edde,

                 Vice
                President