SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
10.2
SEVENTH
AMENDMENT TO
AMENDED
AND RESTATED CREDIT AGREEMENT
THIS
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Seventh Amendment")
is made and entered into as of the 28th
day
February, 2007, 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, by Fifth Amendment to Amended and Restated Credit dated
as of December 6, 2005, and by Sixth Amendment to Amended and Restated Credit
Agreement dated as of October 31, 2006 (collectively, the "Existing Credit
Agreement").
B. For
the
purpose of this Seventh 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 December 31, 2007 to December 31,
2008.
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 Seventh 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 Seventh
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 Seventh Amendment.
"Maturity
Date" shall mean December 31, 2008.
"Seventh
Amendment" shall mean the Seventh Amendment to Amended and Restated Credit
Agreement.
"Seventh
Amendment Effective Date" shall mean February 28, 2007, subject to the
occurrence of each of the conditions precedent set forth in Paragraph 3 of
the Seventh Amendment.
2. Extension
of Maturity Date.
As of
the Seventh 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 Seventh Amendment.
3. Conditions
Precedent to Seventh Amendment Effective Date.
The
occurrence of the Seventh 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 February 28,
2007:
a. Due
execution by Borrowers, Guarantor and Agent Bank of three (3) duplicate
originals of this Seventh 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 Seventh Amendment, including,
but
not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and
all other like expenses remaining unpaid as of the Seventh 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 Seventh Amendment Effective Date in all material respects
as
though such representations and warranties had been made on and as of the
Seventh 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 Seventh Amendment has been duly
authorized by all necessary action of Borrowers and Guarantor and this Seventh
Amendment constitutes a valid, binding and enforceable obligation of Borrowers
and Guarantor.
5. Consent
to Seventh Amendment and Affirmation and Ratification of
Guaranty.
Guarantor joins in the execution of this Seventh 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 Seventh 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 Seventh
Amendment.
6. Incorporation
by Reference.
This
Seventh Amendment shall be and is hereby incorporated in and forms a part of
the
Existing Credit Agreement.
7. Governing
Law.
This
Seventh 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
Seventh 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 Seventh Amendment
as of
the day and year first above written.
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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 Xxxxxxxx
Xxxx
Xxxxxxxx,
Vice
President
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