THIRD AMENDMENT TO
------------------
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third
Amendment") is made and entered into as of the 27th day of October, 2004, 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 XXXXX 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 and as further
amended by Second Amendment to Amended and Restated Credit Agreement dated as of
August 28, 2002 (the "Existing Credit Agreement") for the purpose of
establishing a reducing revolving line of credit in favor of Borrowers, up to
the maximum principal amount of Twenty-Six Million Dollars ($26,000,000.00).
B. For the purpose of this Third Amendment, all capitalized words and terms
not otherwise defined herein shall have the respective meanings and be construed
herein as provided in Section 1.01 of the Existing Credit Agreement and any
reference to a provision of the Existing Credit Agreement shall be deemed to
incorporate that provision as a part hereof, in the same manner and with the
same effect as if the same were fully set forth herein.
C. Borrowers and Guarantor desire to further amend the Existing Credit
Agreement for the purpose revising the Aggregate Commitment Reduction Schedule.
D. Lender is willing to revise the Aggregate Commitment Reduction Schedule,
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 Third Amendment Effective Date,
as specifically hereinafter provided as follows:
1. Definitions. Section 1.01 of the Existing Credit Agreement entitled
"Definitions" shall be and is hereby amended to include the following
definitions. Those terms which are currently defined by Section 1.01 of the
Existing Credit Agreement and which are also defined below shall be superseded
and restated by the applicable definition set forth below:
"Aggregate Commitment Reduction Schedule" shall mean the Aggregate
Commitment Reduction Schedule (Revised - Third Amendment) marked "Schedule
2.01(c)", affixed to the Third Amendment and by this reference incorporated
herein and made a part hereof, setting forth the revised Scheduled Reductions
and Maximum Scheduled Balance as of each Reduction Date under the Credit
Facility occurring as of and subsequent to the Third Amendment Effective Date,
which revised Schedule 2.01(c) shall fully supersede and restate the Schedule
2.01(c) attached to the Existing Credit Agreement.
"Credit Agreement" shall mean the Existing Credit Agreement as amended by
the Third 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 Third Amendment.
"Maximum Scheduled Balance" shall mean the maximum amount of scheduled
principal which may be outstanding on the Credit Facility from time to time in
the amount of Twenty Million Nine Hundred Forty-Four Thousand Four Hundred
Forty-Six Dollars ($20,944,446.00) as of the Third Amendment Effective Date, as
reduced from time to time by the Scheduled Reductions as set forth on the
Aggregate Commitment Reduction Schedule.
"Third Amendment" shall mean the Third Amendment to Credit Agreement.
"Third Amendment Effective Date" shall mean October 1, 2004, subject to the
occurrence of each of the conditions precedent set forth in Paragraph 3 of the
Third Amendment.
2. Modification of Aggregate Commitment Reduction Schedule. As of the Third
Amendment Effective Date, the definition of "Aggregate Commitment Reduction
Schedule" shall be and is hereby modified as set forth in the definition of
Aggregate Commitment Reduction Schedule contained in the Third Amendment.
2
3. Conditions Precedent to Third Amendment Effective Date. The occurrence
of the Third 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 October 22, 2004:
a. Due execution by Borrowers, Guarantor and Banks of four (4) duplicate
originals of this Third Amendment;
b. Corporate resolutions or other evidence of requisite authority of
Borrowers and Guarantor, as applicable, to execute the Third 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 Third
Amendment, including, but not limited to, reasonable attorneys' fees of
Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the
Third Amendment Effective Date; and
d. 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 Third Amendment Effective Date
in all material respects as though such representations and warranties had been
made on and as of the Third 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
3
d. The execution, delivery and performance of this Third Amendment has been
duly authorized by all necessary action of Borrowers and Guarantor and this
Third Amendment constitutes a valid, binding and enforceable obligation of
Borrowers and Guarantor.
5. Consent to Third Amendment and Affirmation and Ratification of Guaranty.
Guarantor joins in the execution of this Third 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 Third 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 Bank Facilities, as modified and amended under this Third Amendment.
6. Incorporation by Reference. This Third Amendment shall be and is hereby
incorporated in and forms a part of the Existing Credit Agreement.
7. Governing Law. This Third 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 Third 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 Schedules Attached. The following replacement Schedules are
attached hereto and incorporated herein and made a part of the Credit Agreement
as follows:
Schedule 2.01(c) - Aggregate Commitment Reduction Schedule
4
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as of the day and year first above written.
BORROWERS:
WMCK VENTURE CORP.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxxxx
---------------------
Xxxxx Xxxxxxxxx,
Chief Financial Officer
CENTURY CASINOS CRIPPLE
CREEK, INC.,
a Colorado corporation
By /s/ Xxxxx Xxxxxxxxx
---------------------
Xxxxx Xxxxxxxxx,
Chief Financial Officer
WMCK ACQUISITION
CORP., a Delaware
corporation
By /s/ Xxxxx Xxxxxxxxx
---------------------
Xxxxx Xxxxxxxxx,
Chief Financial Officer
GUARANTOR:
CENTURY CASINOS, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxxxx
---------------------
Xxxxx Xxxxxxxxx,
Chief Accounting Officer
BANKS:
XXXXX FARGO BANK,
National Association,
Agent Bank, Lender and
L/C Issuer
By /s/ Xxx Xxxxxx
---------------
Xxx Xxxxxx,
Vice President
AGGREGATE COMMITMENT REDUCTION SCHEDULE
(Revised - Third Amendment)
----------------------------- -------------------------- -----------------------
SCHEDULED REDUCTION MAXIMUM SCHEDULED
REDUCTION DATE BALANCE
----------------------------- -------------------------- -----------------------
Third Amendment Effective
Date $ 0.00 $20,944,446.00
----------------------------- -------------------------- -----------------------
October 1, 2004 $ 0.00 20,944,446.00
----------------------------- -------------------------- -----------------------
January 1, 2005 $ 0.00 20,944,446.00
----------------------------- -------------------------- -----------------------
April 1, 2005 $ 0.00 20,944,446.00
----------------------------- -------------------------- -----------------------
July 1, 2005 $ 300,000.00 20,644,446.00
----------------------------- -------------------------- -----------------------
October 1, 2005 $ 300,000.00 20,344,446.00
----------------------------- -------------------------- -----------------------
January 1, 2006 $ 600,000.00 19,744,446.00
----------------------------- -------------------------- -----------------------
April 1, 2006 $ 600,000.00 19,144,446.00
----------------------------- -------------------------- -----------------------
July 1, 2006 $ 722,222.00 18,422,224.00
----------------------------- -------------------------- -----------------------
October 1, 2006 $ 722,222.00 17,700,002.00
----------------------------- -------------------------- -----------------------
January 1, 2007 $ 722,222.00 16,977,780.00
----------------------------- -------------------------- -----------------------
April 1, 2007 $ 722,222.00 16,255,558.00
----------------------------- -------------------------- -----------------------
July 1, 2007 $ 722,222.00 15,533,336.00
----------------------------- -------------------------- -----------------------
August 30, 2007 - Maturity $ 15,533,336.00 -0-
Date (Remaining unpaid (Remaining unpaid
principal balance) balance fully due and
payable)
----------------------------- -------------------------------------- -----------
