SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Second
Amendment") is made and entered into as of the 28th day of August, 2002, 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 (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). As of the date hereof, the Maximum Scheduled
Balance has been reduced to Twenty Million Two Hundred Twenty-Two Thousand Two
Hundred Twenty-Four Dollars ($20,222,224.00).
B. For the purpose of this Second 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 following purposes:
(i) Increasing the Maximum Scheduled Balance to its original amount of
Twenty-Six Million Dollars ($26,000,000.00), an increase of Five Million
Seven Hundred Seventy-Seven Thousand Seven Hundred Seventy-Six Dollars
($5,777,776.00);
(ii) Extending the Maturity Date to August 30, 2007;
(iii) Revising the Aggregate Commitment Reduction Schedule;
(iv) Restating the definition of Applicable Margin;
(v) Clarifying that Subordinated Debt is to be deducted from Funded
Debt in the calculation of the Leverage Ratio;
(vi) Increasing the Interest Expense Coverage Ratio requirement from
1.50:1 to 2.00:1;
(vii) adding a carve-out from the deduction of Distributions from
EBITDA in the numerator of each of the Interest Expense Coverage Ratio and
the TFCC Ratio; and (viii) adding a reporting and compliance attestation
regarding the amount of Financed Capital Expenditures made during each
fiscal period under review.
D. Lender is willing to increase the Maximum Scheduled Balance and 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 Second
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 - Second Amendment) marked "Schedule
2.01(c)", affixed to the Second 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 Second 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.
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"Amendment Fee" shall have the meaning set forth in Paragraph 5(c) of the
Second Amendment.
"Applicable Margin" means for any Base Rate Loan or LIBOR Loan the
applicable per annum percentage amount to be added to the Base Rate or the LIBO
Rate, as the case may be, as set forth in Table One below based on the Leverage
Ratio of the Borrower Consolidation as of each Fiscal Quarter end, together with
the immediately preceding three (3) Fiscal Quarters on a four (4) Fiscal Quarter
basis, any change in the applicable percentage amount by reason thereof to be
effective as of the 1st day of the third month immediately following each such
Fiscal Quarter end:
=================== ============================= ======================
PRICING LEVERAGE
LEVEL RATIO TABLE ONE TABLE TWO
---------- --------- ----------
BASE RATE LIBO RATE NONUSAGE
MARGIN MARGIN PERCENTAGE
----------- ----------------------------- --------- --------- ----------
I Less than 1.50 to 1.00 0.00% 2.30% 0.375%
----------- ----------------------------- --------- --------- ----------
II Greater than or equal to 0.00% 2.70% 0.375%
1.50 to 1.00 but less than
2.00 to 1.00
----------- ----------------------------- --------- --------- ----------
III Greater than or equal to 0.25% 2.95% 0.50%
2.00 to 1.00 but less than
2.50 to 1.00
----------- ----------------------------- --------- --------- ----------
IV Greater than 2.50 to 1.0 0.50% 3.20% 0.50%
=========== ============================= ========= ========= ==========
"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 Second 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 Second 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 Distribution Carve-Outs" shall mean reference to Distributions
which are specifically identified by written notice from Borrowers to Lender as
"Designated Distribution Carve-Outs", which may be made and designated by
Borrower from time to time so long as:
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a. the cumulative aggregate of all Designated Distribution Carve-Outs does
not exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00); and
b. each written notice identifying a Designated Distribution Carve-Out
shall set forth (i) the amount, (ii) the date to be distributed or otherwise
disbursed, and (iii) the intended purpose of such Distribution.
"Existing Credit Agreement" shall have the meaning set forth in Recital
Paragraph A of the Second Amendment.
"Financed Capital Expenditures" shall mean Capital Expenditures which are
paid by any member of the Borrower Consolidation from proceeds of the Credit
Facility or from the proceeds of any other loan, credit agreement, lease or
financing from any source.
"Funded Debt" shall mean for any period the daily average during the last
month of such period of both the long-term and current portions (without
duplication) of all interest bearing Indebtedness and Capitalized Lease
Liabilities, plus the amount of all Contingent Liabilities (other than the
Guaranty) as of the last day of such period, less the amount of all Subordinated
Debt as of the last day of such period to the extent included in Indebtedness
above.
"Interest Expense Coverage Ratio" shall be defined as follows:
EBITDA, minus Distributions (exclusive of the Designated 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).
"Maturity Date" shall mean August 30, 2007.
"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-Six Million Dollars ($26,000,000.00) as of the Second
Amendment Effective Date, as reduced from time to time by the Scheduled
Reductions as set forth on the Aggregate Commitment Reduction Schedule.
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"Second Amendment" shall mean the Second Amendment to Credit Agreement.
"Second Amendment Effective Date" shall mean August 30, 2002, subject to
the occurrence of each of the conditions precedent set forth in Paragraph 5 of
the Second Amendment.
"TFCC Ratio" shall be defined as follows:
EBITDA, minus Distributions (exclusive of Designated 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.
2. Modification of Applicable Margin, Funded Debt, Interest Expense
Coverage Ratio, TFCC Ratio, Maximum Scheduled Balance, Aggregate Commitment
Reduction Schedule and Extension of Maturity Date. As of the Second Amendment
Effective Date, the definitions of "Applicable Margin", "Funded Debt", "Interest
Expense Coverage Ratio", "TFCC Ratio", "Maximum Scheduled Balance", "Aggregate
Commitment Reduction Schedule" and "Maturity Date" shall be and are hereby
modified as set forth in the definitions of Applicable Margin, Funded Debt,
Maximum Scheduled Balance, Aggregate Commitment Reduction Schedule and Maturity
Date contained in the Second Amendment.
3. Restatement of Interest Expense Coverage Ratio Covenant. As of the
Second Amendment Effective Date, Section 6.02 entitled "Interest Expense
Coverage Ratio" shall be and is hereby fully amended and restated in its
entirety as follows:
"Section 6.02. Interest Expense Coverage Ratio. Commencing on the
Second Amendment Effective Date and continuing as of each Fiscal
Quarter end until the Maturity Date, the Borrower Consolidation shall
maintain a minimum Interest Expense Coverage Ratio no less than 2.00
to 1.00. Each Interest Expense Ratio calculation shall be made on a
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cumulative basis with respect to each applicable Fiscal Quarter and
the most recently ended three (3) preceding Fiscal Quarters on a
rolling four (4) Fiscal Quarter basis."
4. Addition to TFCC Ratio Covenant. As of the Second Amendment Effective
Date, Section 6.03 entitled "TFCC Ratio" shall be and is hereby amended by
adding an additional sentence requiring an attestation as to the amount of
Financed Capital Expenditures as follows:
"Concurrently with the calculation of the TFCC Ratio made on each
Compliance Certificate, the Borrower shall additionally attest to the
amount of Financed Capital Expenditures made during the fiscal period
under review."
5. Conditions Precedent to Second Amendment Effective Date. The occurrence
of the Second 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 September 3, 2002:
a. Due execution by Borrowers, Guarantor and Banks of four (4) duplicate
originals of this Second Amendment;
b. Corporate resolutions or other evidence of requisite authority of
Borrowers and Guarantor, as applicable, to execute the Second Amendment;
c. Payment of a non-refundable fee in the amount of Eighty-Eight Thousand
One Hundred Ten Dollars ($88,110.00) (the "Second Amendment Fee") to Agent Bank
on behalf of the Lender.
d. Reimbursement to Agent Bank by Borrowers for all reasonable fees and
out-of-pocket expenses incurred by Agent Bank in connection with the Second
Amendment, including, but not limited to, reasonable attorneys' fees of
Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the
Second Amendment Effective Date; and
e. Such other documents, instruments or conditions as may be reasonably
required by Lenders.
6. Representations of Borrowers. Borrowers hereby represent to the Banks
that:
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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 Second Amendment Effective Date
in all material respects as though such representations and warranties had been
made on and as of the Second 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 Second Amendment has
been duly authorized by all necessary action of Borrowers and Guarantor and this
Second Amendment constitutes a valid, binding and enforceable obligation of
Borrowers and Guarantor.
7. Consent to Second Amendment and Affirmation and Ratification of
Guaranty. Guarantor joins in the execution of this Second 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 Second 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 Second Amendment.
8. Incorporation by Reference. This Second Amendment shall be and is hereby
incorporated in and forms a part of the Existing Credit Agreement.
9. Governing Law. This Second Amendment to Credit Agreement shall be
governed by the internal laws of the State of Nevada without reference to
conflicts of laws principles.
10. Counterparts. This Second Amendment may be executed in any number of
separate counterparts with the same effect as if the signatures hereto and
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hereby were upon the same instrument. All such counterparts shall together
constitute one and the same document.
11. Continuance of Terms and Provisions. All of the terms and provisions of
the Existing Credit Agreement shall remain unchanged except as specifically
modified herein.
12. 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
13. Replacement Exhibit 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 - Form
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the day and year first above written.
BORROWERS:
WMCK VENTURE CORP.,
a Delaware corporation
By
Xxxxx Xxxxxxxxx,President
CENTURY CASINOS CRIPPLE
CREEK, INC.,
a Colorado corporation
By
Xxxxx Xxxxxxxxx,President
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WMCK ACQUISITION CORP.,
a Delaware corporation
By
Xxxxx Xxxxxxxxx, President
GUARANTOR:
CENTURY CASINOS, INC.,
a Delaware corporation
By
Xxxxx Xxxxxxxxx, Secretary
BANKS:
XXXXX FARGO BANK,
National Association,
Agent Bank, Lender and
L/C Issuer
By
Xxxx Xxxxx,Vice President
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EXHIBIT F
COMPLIANCE CERTIFICATE
----------------------
(Revised - Second Amendment - Form)
TO: XXXXX 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 and as further amended by
Second Amendment to Amended and Restated Credit Agreement dated as of August 28,
2002 (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 XXXXX 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.
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)
______________
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. ______________
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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
______________
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.
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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 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. TOTAL EBITDA $_____________
(g + h + i + j)
Leverage Ratio (f / k) :1
______________
Maximum Leverage Ratio shall be no greater than 2.5 to 1.00
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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:
ADJUSTED EBITDA
a. EBITDA (enter IIA (k) above) $_____________
b. Less the aggregate amount of Distributions (exclusive
of the Designated Distribution Carve-Outs made 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 :1
(d / e) _____________
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:
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ADJUSTED EBITDA
a. EBITDA (enter IIA (k) above) $____________
b. Less the aggregate amount of Distributions (exclusive
of the Designated Distribution Carve-Outs made 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
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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 Xxxxxx $_____________
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
_____________
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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. Ratio of Guarantor Funded Debt to Borrower
Consolidation EBITDA - Ratio (Section 6.10):
Guarantor FUNDED DEBT
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To be calculated with respect to the Guarantor on a
consolidated basis as of the last day of the Fiscal Quarter
set forth above:
a. The daily average during the last month of the period
under review of both long-term and current portions
(without duplication) of all interest bearing
Indebtedness and Capitalized Lease Liabilities
(excluding all debt of Century Casinos Africa, or any
of its Subsidiaries which is nonrecourse as to
Guarantor) $____________
b. Plus the total, as of the last day of the period under
review, of all Contingent Liabilities (other than the
Guaranty) + $____________
c. TOTAL GUARANTOR FUNDED DEBT $____________
(a + b)
Divided (/) by
d. Borrower Consolidation EBITDA (enter Total EBITDA from
II A(k)) $____________
Ratio of Guarantor Funded Debt to Borrower Consolidation
EBITDA (c / d) :1.0
_____________
Maximum Permitted: 4.00:1.00
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. _____________
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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 $_____________
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). _____________
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x. Xxxxx 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.
DESIGNATED DISTRIBUTION CARVE-OUTS
a. Please complete the following chart with respect to all
Designated Distribution Carve Outs made during the
period commencing on the Second Amendment Effective
Date and continuing through the end of the Fiscal
Quarter under review.
----- ------------------------ ------------------------ -------------------------
Amount of Designated Cumulative Total of
Distribution Carve-Out Fiscal Quarter Made Designated Distribution
Carve-Outs
----- ------------------------ ------------------------ -------------------------
1.
----- ------------------------ ------------------------ -------------------------
2.
----- ------------------------ ------------------------ -------------------------
3.
----- ------------------------ ------------------------ -------------------------
4.
----- ------------------------ ------------------------ -------------------------
5.
----- ------------------------ ------------------------ -------------------------
12
6.
----- ------------------------ ------------------------ -------------------------
7.
----- ------------------------ ------------------------ -------------------------
8.
----- ------------------------ ------------------------ -------------------------
9.
----- ------------------------ ------------------------ -------------------------
10.
----- ------------------------ ------------------------ -------------------------
Maximum Permitted: $3,500,000.00
b. Unless previously delivered to Lender, please attach a
copy of the written notice identifying each Designated
Distribution Carve-Out setting forth (i) the amount,
(ii) the date distributed or otherwise disbursed, and
(iii) the intended purpose of each such Distribution.
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
herein are derived from the books and records of the
13
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.
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______________________
14
GUARANTOR:
CENTURY CASINOS, INC.,
a Delaware corporation
By_________________________
Name______________________
Title________________________
15
SCHEDULE 2.01(c)
AGGREGATE COMMITMENT REDUCTION SCHEDULE
(Revised - Second Amendment)
--------------------------------- -------------------------------------- --------------------------------------
REDUCTION DATE SCHEDULED REDUCTION MAXIMUM SCHEDULED BALANCE
--------------------------------- -------------------------------------- --------------------------------------
Second Amendment Effective Date -0- $26,000,000.00
--------------------------------- -------------------------------------- --------------------------------------
January 1, 2003 $ 722,222.00 25,277,778.00
--------------------------------- -------------------------------------- --------------------------------------
April 1, 2003 $ 722,222.00 24,555,556.00
--------------------------------- -------------------------------------- --------------------------------------
July 1, 2003 $ 722,222.00 23,833,334.00
--------------------------------- -------------------------------------- --------------------------------------
October 1, 2003 $ 722,222.00 23,111,112.00
--------------------------------- -------------------------------------- --------------------------------------
January 1, 2004 $ 722,222.00 22,388,890.00
--------------------------------- -------------------------------------- --------------------------------------
April 1, 2004 $ 722,222.00 21,666,668.00
--------------------------------- -------------------------------------- --------------------------------------
July 1, 2004 $ 722,222.00 20,944,446.00
--------------------------------- -------------------------------------- --------------------------------------
October 1, 2004 $ 722,222.00 20,222,224.00
--------------------------------- -------------------------------------- --------------------------------------
January 1, 2005 $ 722,222.00 19,500,002.00
--------------------------------- -------------------------------------- --------------------------------------
April 1, 2005 $ 722,222.00 18,777,780.00
--------------------------------- -------------------------------------- --------------------------------------
July 1, 2005 $ 722,222.00 18,055,558.00
--------------------------------- -------------------------------------- --------------------------------------
October 1, 2005 $ 722,222.00 17,333,336.00
--------------------------------- -------------------------------------- --------------------------------------
January 1, 2006 $ 722,222.00 16,611,114.00
--------------------------------- -------------------------------------- --------------------------------------
April 1, 2006 $ 722,222.00 15,888,892.00
--------------------------------- -------------------------------------- --------------------------------------
July 1, 2006 $ 722,222.00 15,166,670.00
--------------------------------- -------------------------------------- --------------------------------------
October 1, 2006 $ 722,222.00 14,444,448.00
--------------------------------- -------------------------------------- --------------------------------------
January 1, 2007 $ 722,222.00 13,722,226.00
--------------------------------- -------------------------------------- --------------------------------------
April 1, 2007 $ 722,222.00 13,000,004.00
--------------------------------- -------------------------------------- --------------------------------------
July 1, 2007 $ 722,222.00 12,277,782.00
--------------------------------- -------------------------------------- --------------------------------------
August 30, 2007 - Maturity Date $12,277,782.00 -0-
(Remaining unpaid principal balance) (Remaining unpaid principal balance
fully due and payable)
--------------------------------- -------------------------------------- --------------------------------------
