Wells Fargo Fifth Amendment


    
      

      

    

     

     

    
 

    FIFTH
      AMENDMENT TO

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    


    THIS
      FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Fifth Amendment")
      is
      made and entered into as of the 6th day of December,
      2005,
      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
      and by Fourth Amendment to Amended and Restated Credit Agreement dated as of
      September 23, 2005 (collectively, the "Existing Credit
      Agreement").

     

     

    B.  For
      the
      purpose of this Fifth 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.  Guarantor
      desires to make an additional capital contribution to the Borrower Consolidation
      to enable the Borrower Consolidation to reduce the Funded Outstanding under
      the
      Credit Facility. Borrowers and Guarantor have requested that in the event such
      additional capital contribution is made, that the Borrower Consolidation be
      permitted to make a Distribution or Distributions up to the aggregate amount
      of
      such capital contribution without the requirement of deducting such
      Distributions from EBITDA in the numerator of each of the Interest Coverage
      Ratio and TFCC Ratio.

     

    
      
        
        

      

      
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    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 Fifth 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:

     

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

    


    "Credit
      Agreement" shall mean the Existing Credit Agreement as amended by the Fifth
      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.

    


    "Designated
      CCI Capital Contribution" shall mean reference to the capital contribution
      actually made by CCI to the Borrower Consolidation in cash within thirty (30)
      days of the Fifth Amendment Effective Date, up to the amount of the Funded
      Outstandings under the Credit Facility as of the date of such capital
      contribution.

    


    "Designated
      CCI Distribution Carve-Outs" shall mean reference to Distributions made by
      the
      Borrower Consolidation to CCI which have been specifically identified by written
      notice from Borrowers to Lender as "Designated CCI Distribution Carve-Outs",
      which may be made and designated by Borrowers from time to time so long
      as:

    


    a. the
      cumulative aggregate amount of all Designated CCI Distribution Carve-Outs does
      not exceed the amount of the Designated CCI Capital Contribution;
      and

    


    
      
        
        

      

      
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    b. each
      written notice identifying a Designated CCI Distribution Carve-Out shall set
      forth (i) the amount of such Distribution and (ii) the date upon which such
      Distribution is to be distributed or otherwise disbursed to CCI.

    


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

    


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

    


    "Fifth
      Amendment Effective Date" shall mean December 8, 2005, subject to the occurrence
      of each of the conditions precedent set forth in Paragraph 3 of the Fifth
      Amendment.

    


    "Interest
      Expense Coverage Ratio" shall be defined as follows:

    


    EBITDA,
      minus Distributions (exclusive of the Designated Distribution Carve-Outs and
      the
      Designated CCI Distribution Carve-Outs), minus Non-Financed Capital Expenditures
      incurred during the period under review 

    


    Divided
      by ( ̧)

    


    
      	 	
              Interest
                Expense paid with respect to the Fiscal Quarter under review and
                the most
                recently ended three immediately preceding Fiscal Quarters on a four
                fiscal quarter basis on all Indebtedness (accrued and
                capitalized).

            


    

    


    "TFCC
      Ratio" shall be defined as follows:

    


    
      	 	
              EBITDA,
                minus Distributions (exclusive of Designated Distribution Carve-Outs
                and
                the Designated CCI Distribution Carve-Outs), minus Non-Financed Capital
                Expenditures incurred during the period under review
                

            


    

    


    Divided
      by ( ̧)

     

    Interest
      Expense actually paid (excluding Subordinated Debt), plus current portion of
      Scheduled Reductions actually paid where required during the preceding four
      quarters to bring the Aggregate Outstandings down to the required Maximum
      Scheduled Balance and Capitalized Lease Liabilities required during the
      preceding four quarters, plus actual Interest Expense and principal paid
      (without duplication) on Subordinated Debt.

     

    
      
        
        

      

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

     

    "Section
      6.10. Restriction
      on Distributions.

     

    a. The
      Borrower Consolidation shall not make any Distributions during any period in
      which a Default or Event of Default has occurred and remains continuing;
      and

    


    b. In
      no
      event shall the aggregate amount of Distributions (exclusive of the Designated
      CCI Distribution Carve-Outs) for the Fiscal Quarters ending September 30, 2005;
      December 31, 2005; March 31, 2006; and June 30, 2006 exceed the cumulative
      maximum amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00);
      and

    


    c. Except
      as
      provided in (b) above, in no event shall the aggregate amount of Distributions
      (exclusive of the Designated CCI Distribution Carve-Outs) during any Fiscal
      Year
      exceed the cumulative maximum amount of One Million Six Hundred Thousand Dollars
      ($1,600,000.00).

     

    3.  Conditions
      Precedent to Fifth Amendment Effective Date.
      The
      occurrence of the Fifth 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 December 8,
      2005:

     

    a.  Due
      execution by Borrowers, Guarantor and Banks of four (4) duplicate originals
      of
      this Fifth Amendment;

     

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

     

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

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

     

     

    
      
        
        

      

      
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    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 Fifth Amendment Effective Date in all
      material respects as though such representations and warranties had been made
      on
      and as of the Fifth 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 Fifth Amendment has been duly
      authorized by all necessary action of Borrowers and Guarantor and this Fifth
      Amendment constitutes a valid, binding and enforceable obligation of Borrowers
      and Guarantor.

     

    5.  Consent
      to Fifth Amendment and Affirmation and Ratification of Guaranty.
      Guarantor joins in the execution of this Fifth 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 Fifth 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 Fifth
      Amendment.

     

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

     

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

     

     

    
      
        
        

      

      
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    8.  Counterparts.
      This
      Fifth 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.

     

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

     

    Exhibit
      F
      - Compliance
      Certificate

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Fifth 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

              


      

       

      
        
          
          

        

        
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                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

              


      

    

    


    


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    COMPLIANCE
      CERTIFICATE

    (Revised
      -Fifth Amendment - Form)

    


    


    TO:  WELLS
      FARGO BANK, National Association,

    as
      Agent
      Bank

    


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

    


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

     

     

     

     

     

    EXHIBIT
      F

    TO

    FIFTH
      AMENDMENT

     

     

    
      
        
        

      

      
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    I.

    


    COMPLIANCE
      WITH AFFIRMATIVE COVENANTS

    
      
        	
                 

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

              	
                 

                 

                 

                 

                 

                 

                $______________

                 

              
	
                 

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

                 

              	 
	
                 

                Interest

                 

              	
                 

                $______________

                 

              
	
                 

                Principal

                 

              	
                 

                $______________

                 

              
	
                 

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

                 

              	
                 

                 

                _______________

                 

              
	
                 

                D. Acquisition
                  of Additional Property

                (Section 5.06(b)):

                 

              	 
	
                 

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

              	
                 

                 

                 

                 

                ______________

              
	
                 

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

                 

              	
                 

                 

                 

                (yes/no)         

              


      

       

      
        
          
          

        

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

                	
                   

                   

                  ______________

                   

                
	
                   

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

                   

                	
                   

                   

                  ______________

                   

                
	
                   

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

                   

                	
                   

                   

                  ______________

                
	
                   

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

                   

                	
                   

                   

                  ______________

                   

                
	
                   

                  I. Golden
                    Horseshoe Lease
                    (Section 5.23):

                   

                	 
	
                   

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

                   

                	
                   

                   

                   

                  _____________

                   

                
	
                   

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

                   

                	
                   

                   
                    yes/no        

                   

                


        

         

        
          
            
            

          

          
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                  If
                    so, attach a copy of such written notice.

                   

                	
                   

                
	
                   

                  Required:
                    On or before June 30, 2003.

                   

                	
                
	
                   

                  c. Have
                    Borrowers purchased the Golden Horseshoe Property?

                   

                	
                   

                   
                    yes/no        

                   

                
	
                   

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

                   

                	
                   

                   yes/no        

                   

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

                   

                	 
	
                  J. Compliance
                    with Management Agreement

                  (Section
                    5.27):

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

                	
                   
                    yes/no        
                    

                
	
                  If
                    so:

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

                	
                   

                   

                     

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

                	
                   

                   

                     

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

                	
                   

                   

                   

                     

                
	
                  e. Have
                    any Management Fees been paid?

                   

                	
                              yes/no 

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

                	
                            yes/no 

                


        

      

    

    


    
      
        
        

      

      
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    II.

    


    FINANCIAL
      COVENANTS

    


    
      
        	
                 

                A. Leverage
                  Ratio
                  (Section 6.01):

                 

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

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

              	
                 

                $_____________

                 

              
	
                 

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

                 

              	
                 

                 

                +
                  $_____________

                 

              
	
                 

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

                 

              	
                 

                 

                +
                  $_____________

                 

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

              	
                 

                +
                  $_____________

              
	
                 

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

              	
                 

                -
                  $_____________

                 

              
	
                 

                f. TOTAL
                  FUNDED DEBT

                (a
                  + b + c + d + e)

                 

              	
                 

                $_____________

                 

              
	
                 

                Divided
                  ( ̧)
                  by:

              	
                 

                 ̧

                 

              


      

       

      
        
          
          

        

        
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                  EBITDA 

                   

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

                   

                	 
	
                   

                  g. Net
                    income

                   

                	
                   

                  $_____________

                   

                
	
                   

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

                   

                	
                   

                   

                  +
                    $_____________

                   

                
	
                   

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

                   

                	
                   

                   

                  +
                    $_____________

                   

                


        

         

        
          
            	
                     

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

                     

                  	
                     

                     

                    +
                      $_____________

                     

                  
	
                     

                    k. 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.

                  	
                     

                     

                    -
                      $_____________

                  
	
                     

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

                     

                  	
                     

                     

                     

                    -
                      $____________ 

                  


          

           

          
            
              
              

            

            
              -6-

              
                

              

            

            
              
              

            

          

          
            
              	
                       

                      m. TOTAL
                        EBITDA

                      (g
                        + h + i + j - k - l)

                       

                    	
                       

                      $_____________

                       

                    
	
                       

                      Leverage
                        Ratio (f  ̧ m)

                       

                    	
                       

                       
                        :1             
                        

                       

                    
	
                       

                      Maximum
                        Permitted Leverage Ratio:

                       

                    	 
	
                       

                       

                      Fiscal
                        Quarter End

                    	
                      Maximum
                        Permitted Leverage Ratio

                    	 
	
                      As
                        of the Fiscal Quarter ending September 30, 2005

                    	
                      3.00
                        to 1.00

                       

                    	 
	
                      As
                        of the Fiscal Quarters ending December 31, 2005 and March
                        31,
                        2006

                    	
                      2.75
                        to 1.00

                       

                    	 
	
                      As
                        of the Fiscal Quarters ending June 30, 2006 and September
                        30,
                        2006

                    	
                      2.50
                        to 1.00

                       

                    	 
	
                      As
                        of the Fiscal Quarters ending December 31, 2006 and March
                        31,
                        2007

                    	
                      2.25
                        to 1.00

                       

                    	 
	
                      As
                        of the Fiscal Quarter ending June 30, 2007 and as of each
                        Fiscal Quarter
                        end thereafter occurring until Credit Facility Termination

                    	
                      2.00
                        to 1.00

                    	 
	
                       

                      B. Interest
                        Expense Coverage Ratio
                        (Section 6.02): The following line items and Interest Expense
                        Coverage
                        Ratio to be calculated with respect to the Borrower Consolidation
                        with
                        respect to the Fiscal Quarter under review and the most recently
                        ended
                        three (3) preceding Fiscal Quarters on a four (4) Fiscal
                        Quarter basis
                        unless otherwise noted:

                       

                    	 


            

             

            
              
                
                

              

              
                -7-

                
                  

                

              

              
                
                

              

            

            
              
                	
                         

                        ADJUSTED
                          EBITDA

                         

                      	 
	
                         

                        a. EBITDA
                          (enter IIA (m) above)

                         

                      	
                         

                        $_____________

                         

                      
	
                         

                            b. Less
                          the aggregate amount of Distributions (exclusive of the
                          Designated
                          Distribution Carve-Outs made and funded prior to April 1, 2005, and
                          the Designated CCI Distribution Carve-Outs, in each case
                          which occurred
                          during the four Fiscal Quarter period under review)

                         

                      	
                         

                         

                         

                        -
                          $_____________

                         

                      
	
                         

                        c. Less
                          the aggregate amount of Non- Financed
                          Capital Expenditures

                         

                      	
                         

                        -
                          $_____________

                         

                      
	
                         

                        d. Adjusted
                          EBITDA

                        (a
                          - b - c)

                         

                      	
                         

                        $_____________

                         

                      
	
                         

                        Divided
                          by  ̧

                         

                      	 
	
                         

                        e. Interest
                          Expense paid on all  Indebtedness
                          (accrued and capitalized)

                         

                      	
                         

                        $_____________

                         

                      
	
                         

                        INTEREST
                          EXPENSE COVERAGE RATIO

                        (d
                           ̧
                          e)

                         

                      	
                         

                                 

                        :1

                      
	
                         

                        Minimum
                          required no less than 2.00 to 1.00

                         

                      	 
	
                         

                            C. TFCC
                          Ratio
                          (Section 6.03): To be calculated with respect to the Borrower
                          Consolidation on a cumulative basis with respect to each
                          Fiscal Quarter
                          and the most recently ended three (3) preceding Fiscal
                          Quarters on a
                          rolling four (4) Fiscal Quarter basis, unless otherwise
                          noted:

                         

                      	 
	
                         

                        ADJUSTED
                          EBITDA

                         

                      	 
	
                         

                        a. EBITDA
                          (enter IIA (m) above) 

                         

                      	
                         

                        $____________

                         

                      


              

               

              
                
                  
                  

                

                
                  -8-

                  
                    

                  

                

                
                  
                  

                

              

              
                
                  	
                           

                          b. Less
                            the aggregate amount of Distributions (exclusive of the
                            Designated
                            Distribution Carve-Outs made and funded prior to April 1, 2005 and
                            the Designated CCI Distribution Carve-Outs, in each case
                            which occurred
                            during the four Fiscal Quarter period under review)

                           

                        	
                           

                           

                          -
                            $____________

                           

                        
	
                           

                          c. Less
                            the aggregate amount of Non- Financed
                            Capital Expenditures

                           

                        	
                           

                          -
                            $____________

                           

                        
	
                           

                          d. Adjusted
                            EBITDA

                          (a
                            - b - c)

                           

                        	
                           

                          $____________

                           

                        
	
                           

                          Divided
                            by  ̧

                           

                        	
                           

                           ̧

                           

                        
	
                           

                          e. Interest
                            Expense actually paid (excluding Subordinated Debt)

                           

                        	
                           

                          $____________

                           

                        
	
                           

                          f. Plus
                            current portion of Scheduled Reductions actually paid
                            where required
                            during the period under review to bring the Aggregate
                            Outstandings down to
                            the required Maximum Scheduled Balance

                           

                        	
                           

                           

                          +
                            $____________

                           

                        
	
                           

                          g. Plus
                            Capitalized Lease Liabilities required to be paid during
                            the period under
                            review

                           

                        	
                           

                           

                          +
                            $____________

                        
	
                           

                          h. Plus
                            actual Interest Expense and principal paid (without duplication)
                            on
                            Subordinated Debt

                           

                        	
                           

                           

                          +
                            $____________

                           

                        
	
                          i. TOTAL
                            DENOMINATOR

                          (e
                            + f + g + h + i)

                           

                        	
                           

                          $____________

                           

                        
	
                           

                          TFCC
                            Ratio (d  ̧
                            i)

                           

                        	
                           

                            :1              

                        
	
                          Minimum
                            TFCC Ratio shall be no less than

                        	
                          1.10
                            to 1.00

                        


                

                 

                
                  
                    
                    

                  

                  
                    -9-

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  
                    	
                             

                            Set
                              forth aggregate amount of Financed Capital Expenditures
                              made during the
                              four (4) Fiscal Quarter period under review

                             

                          	
                             

                            $____________

                             

                          
	
                             

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

                             

                          	
                             

                             

                            ____________

                             

                          
	
                             

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

                             

                          	 
	
                             

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

                             

                          	
                             

                            $_____________

                             

                          
	
                             

                            Maximum
                              Permitted

                             

                          	
                             

                            $18,000,000.00

                             

                          
	
                             

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

                             

                          	
                             

                            $_____________

                             

                          
	
                             

                            Maximum
                              Permitted

                             

                          	
                             

                            $
                              250,000.00

                             

                          
	
                             

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

                            member
                              of the Borrower Consolidation

                             

                          	
                             

                             

                            $_____________

                             

                          
	
                             

                            Maximum
                              Permitted

                             

                          	
                             

                            $
                              500,000.00

                             

                          
	
                             

                            d. Set
                              forth the cumulative aggregate of all Subordinated
                              Debt

                             

                          	
                             

                            $_____________

                             

                          
	
                             

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

                             

                          	
                             

                             
                              yes/no           

                             

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      -10-

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
                    
                      	
                               

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

                               

                            	
                               

                               
                                yes/no           

                            
	
                               

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

                               

                            	 
	
                               

                              a. Aggregate
                                amount of Non-Financed Capital Expenditures

                               

                            	
                               

                              $_____________

                            
	
                               

                              b. Aggregate
                                amount of Financed Capital Expenditures

                               

                            	
                               

                              $_____________

                            
	
                              c. Total
                                Capital Expenditures (a + b)

                            	
                              $_____________

                            
	
                               

                              Minimum
                                Total Capital Expenditures Required: $250,000.00

                               

                            	 
	
                               

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

                               

                            	 
	
                               

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

                               

                            	
                               

                               

                              ______________

                               

                            
	
                               

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

                               

                            	
                               

                               

                              ______________

                               

                            
	
                               

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

                               

                            	
                               

                              ______________

                               

                            
	
                               

                              J. Restrictions
                                on Distributions
                                (Section 6.10):

                               

                            	 


                    

                     

                    
                      
                        
                        

                      

                      
                        -11-

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    
                      
                        	
                                 

                                a. Set
                                  forth the amount and date of receipt of the Designated
                                  CCI Capital
                                  Contribution.

                                 

                              	
                                 

                                $_____________   

                              
	
                                 

                                b. Set
                                  forth the amount(s) of and describe on a separate
                                  sheet, all Distributions
                                  (other than the Designated CCI Distribution Carve-Outs)
                                  made during the
                                  fiscal period under review.

                                 

                              	
                                 

                                $_____________   

                              
	
                                 

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

                                 

                              	
                                 

                                 

                                $______________   

                              
	
                                 

                                Requirements:

                                 

                              	 
	
                                 

                                (i) for
                                  the four consecutive Fiscal Quarter period ending
                                  June 30, 2006, aggregate
                                  Distributions (other than the Designated CCI Distribution
                                  Carve-Out) may
                                  not exceed $1,900,000.00.

                                 

                              	 
	
                                 

                                (ii) except
                                  as provided in (i) above, may not exceed $1,600,000.00
                                  in the aggregate
                                  during any Fiscal Year (other than the Designated
                                  CCI Distribution
                                  Carve-Out).

                                 

                              	 
	
                                 

                                (iii) the
                                  aggregate of the Designated CCI Distribution Carve-Outs
                                  may not exceed the
                                  Designated CCI Capital Contribution. 

                                 

                              	 
	
                                 

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

                                 

                              	
                                 

                                 

                                _____________

                              
	
                                 

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

                                 

                              	
                                 

                                _____________

                                 

                              


                      

                       

                      
                        
                          
                          

                        

                        
                          -12-

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      
                        	
                                 

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

                                 

                              	
                                 

                                 

                                $_____________

                                 

                              
	
                                 

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

                                 

                              	
                                 

                                 

                                 
                                  yes/no         

                                 

                              
	
                                 

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

                                 

                              	
                                 

                                 

                                _____________

                                 

                              


                      

                    

                  

                

              

            

          

        

      

    

    


     

     

    III.

    


    NONUSAGE
      FEE CALCULATION

    


    
      
        	
                 

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

                 

              	 
	
                 

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

                 

              	
                 

                 

                $_____________

                 

              
	
                 

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

                 

              	
                 

                -
                  $____________

                 

              
	
                 

                c. Amount
                  of Nonusage

                (a minus b)

                 

              	
                 

                $_____________

                 

              
	
                 

                d. Nonusage
                  Percentage based on Leverage Ratio

                 

                See
                  Table Two in definition of Applicable Margin.

                 

              	
                 

                _____________

                 

              


      

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      
        	
                 

                e. Gross
                  Nonusage Fee

                (c
                  times d)

                 

              	
                 

                $_____________

                 

              
	
                 

                f. Number
                  of days in Fiscal Quarter under review

                 

              	
                 

                _____________

                 

              
	
                 

                g. Nonusage
                  Fee for Fiscal Quarter under review

                (e
                   ̧
                  360 x f)

                 

              	
                 

                $_____________

                 

              


      

    

    


    


    IV.

    


    AVAILABILITY
      LIMIT

    


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

            	 
	
              a. EBITDA
                (enter IIA(m) above)

            	
               
                $ ____________

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

            	
               

              x  
                ____________

            
	
              Total

            	
              $  
                ____________

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

            	
              - $
                ____________ 

            
	
              d. Availability
                Limit

            	
               
                $ ____________ 

            


    

    


    V.

    


    PERFORMANCE
      OF OBLIGATIONS

    


    A
      review
      of the activities of the Borrower Consolidation and Guarantor during the fiscal
      period covered by the attached financial statements has been made under my
      supervision with a view to determining whether during such fiscal period the
      Borrower Consolidation and Guarantor performed and observed all of their
      obligations under the Loan Documents. The undersigned is not aware of any facts
      or circumstances which would make any of the calculations set forth above or
      attached hereto materially incorrect. On the basis of the foregoing, the
      undersigned certifies that the calculations made and the information contained
      

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    herein
      are derived from the books and records of the Borrower Consolidation and the
      Guarantor and that each and every matter contained herein correctly reflects
      those books and records. Except as described in an attached document or in
      an
      earlier Certificate, to the best of my knowledge, as of the date of this
      Certificate there is no Default or Event of Default has occurred or remains
      continuing.

    


    VI.

    


    NO
      MATERIAL ADVERSE CHANGE

    


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

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    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________________________

            


    

     

     

    -16-