SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SIXTH
AMENDMENT TO
AMENDED
AND RESTATED CREDIT AGREEMENT
THIS
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT ("Sixth Amendment") is made and entered
into as of the 31st day October, 2006, by and among WMCK VENTURE CORP., a
Delaware corporation, CENTURY CASINOS CRIPPLE CREEK, INC., a Colorado
corporation and WMCK ACQUISITION CORP., a Delaware corporation (collectively
the
"Borrowers"), CENTURY CASINOS, INC., a Delaware corporation (the "Guarantor")
and 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, by Second Amendment to
Amended and Restated Credit Agreement dated as of August 28, 2002, by Third
Amendment to Amended and Restated Credit Agreement dated as of October 27,
2004,
by Fourth Amendment to Amended and Restated Credit Agreement dated as of
September 23, 2005, and by Fifth Amendment to Amended and Restated Credit
dated as of December 6, 2005 (collectively, the "Existing Credit
Agreement").
B. For
the
purpose of this Sixth Amendment, all capitalized words and terms not otherwise
defined herein shall have the respective meanings and be construed herein as
provided in Section 1.01 of the Existing Credit Agreement and any reference
to a provision of the Existing Credit Agreement shall be deemed to incorporate
that provision as a part hereof, in the same manner and with the same effect
as
if the same were fully set forth herein.
C. Borrowers
desire to further amend the Existing Credit Agreement for the purpose of
extending the Maturity Date from August 30, 2007 to December 31,
2007.
D. Lender
is
willing to amend the Existing Credit Agreement for the purposes described
hereinabove, subject to the terms and conditions which are hereinafter set
forth.
NOW,
THEREFORE, in
consideration of the foregoing and other good and valuable considerations,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
do
agree to the amendments and modifications to the Existing Credit Agreement
in
each instance effective as of the Sixth Amendment Effective Date, as
specifically hereinafter provided as follows:
1. Definitions.
Section 1.01 of the Existing Credit Agreement entitled "Definitions" shall
be and is hereby amended to include the following definitions. Those terms
which
are currently defined by Section 1.01 of the Existing Credit Agreement and
which are also defined below shall be superseded and restated by the applicable
definition set forth below:
"Credit
Agreement" shall
mean the Existing Credit Agreement as amended by the Sixth Amendment, together
with all Schedules, Exhibits and other attachments thereto, as it may be further
amended, modified, extended, renewed or restated from time to time.
"Existing
Credit Agreement"
shall have the meaning set forth in Recital Paragraph A of the Sixth
Amendment.
"Maturity
Date" shall mean
December 31, 2007.
"Sixth
Amendment" shall
mean the Sixth Amendment to Amended and Restated Credit Agreement.
"Sixth
Amendment Effective
Date" shall mean October 31, 2006, subject to the occurrence of each of the
conditions precedent set forth in Paragraph 3 of the Sixth
Amendment.
2. Extension
of Maturity Date.
As of
the Sixth Amendment Effective Date, the definition of "Maturity Date" shall
be
and is hereby modified as set forth in the definition of Maturity Date contained
in the Sixth Amendment.
3. Conditions
Precedent to Sixth Amendment Effective Date.
The
occurrence of the Sixth Amendment Effective Date is subject to Agent Bank having
received the following documents and payments, in each case in a form and
substance reasonably satisfactory to Agent Bank, and the occurrence of each
other condition precedent set forth below on or before November 5,
2006:
2
a. Due
execution by Borrowers, Guarantor and Agent Bank of three (3) duplicate
originals of this Sixth Amendment;
b. Reimbursement
to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses
incurred by Agent Bank in connection with the Sixth Amendment, including, but
not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and
all other like expenses remaining unpaid as of the Sixth Amendment Effective
Date; and
c. Such
other documents, instruments or conditions as may be reasonably required by
Lenders.
4. Representations
of Borrowers.
Borrowers hereby represent to the Banks that:
a. The
representations and warranties contained in Article IV of the Existing Credit
Agreement and contained in each of the other Loan Documents (other than
representations and warranties which expressly speak only as of a different
date, which shall be true and correct in all material respects as of such date)
are true and correct on and as of the Sixth Amendment Effective Date in all
material respects as though such representations and warranties had been made
on
and as of the Sixth Amendment Effective Date, except to the extent that such
representations and warranties are not true and correct as a result of a change
which is permitted by the Credit Agreement or by any other Loan Document or
which has been otherwise consented to by Agent Bank;
b. Since
the
date of the most recent financial statements referred to in Section 5.08 of
the
Existing Credit Agreement, no Material Adverse Change has occurred and no event
or circumstance which could reasonably be expected to result in a Material
Adverse Change or Material Adverse Effect has occurred;
c. No
event
has occurred and is continuing which constitutes a Default or Event of Default
under the terms of the Credit Agreement; and
d. The
execution, delivery and performance of this Sixth Amendment has been duly
authorized by all necessary action of Borrowers and Guarantor and this Sixth
Amendment constitutes a valid, binding and enforceable obligation of Borrowers
and Guarantor.
5. Consent
to Sixth Amendment and Affirmation and Ratification of Guaranty.
Guarantor joins in the execution of this Sixth Amendment for the purpose of
evidencing its consent to the terms, covenants, provisions and conditions herein
contained and contained in the Existing Credit Agreement. Guarantor further
joins in the execution of this Sixth Amendment for the purpose of ratifying
and
affirming its obligations under the Continuing Guaranty for the guaranty of
the
full and prompt payment and performance of all Indebtedness and Obligations
under the Credit Facility, as modified and amended under this Sixth
Amendment.
3
6. Incorporation
by Reference.
This
Sixth Amendment shall be and is hereby incorporated in and forms a part of
the
Existing Credit Agreement.
7. Governing
Law.
This
Sixth Amendment to Credit Agreement shall be governed by the internal laws
of
the State of Nevada without reference to conflicts of laws
principles.
8. Counterparts.
This
Sixth Amendment may be executed in any number of separate counterparts with
the
same effect as if the signatures hereto and hereby were upon the same
instrument. All such counterparts shall together constitute one and the same
document.
9. Continuance
of Terms and Provisions.
All of
the terms and provisions of the Existing Credit Agreement shall remain unchanged
except as specifically modified herein.
IN
WITNESS WHEREOF, the
parties hereto have executed this Sixth Amendment as of the day and year first
above written.
BORROWERS:
WMCK
VENTURE CORP.,
a
Delaware corporation
By /s/
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx,
President
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CENTURY
CASINOS CRIPPLE
CREEK,
INC.,
a
Colorado corporation
By /s/
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx,
President
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WMCK
ACQUISITION
CORP.,
a Delaware
corporation
By /s/
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx,
President
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GUARANTOR:
CENTURY
CASINOS, INC.,
a
Delaware corporation
By /s/
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx,
Senior
Vice President
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BANKS:
XXXXX
FARGO BANK,
National
Association,
Agent
Bank, Lender and
L/C
Issuer
By
/s/ Xxxx Xxxx
Xxxx
Xxxx,
Vice
President
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