FIRST AMENDMENT TO
------------------
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("First
Amendment") is made and entered into as of the 22nd day of August, 2001,
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, Agent Bank and Lender entered into an
Amended and Restated Credit Agreement dated as of April 21, 2000 (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 First 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) removing the definition of Permitted Distribution Carve-Outs;
and
(ii) reducing the maximum Leverage Ratio from 3.10 to 1.00 to
2.50 to 1.00.
X. Xxxxx have agreed to make the amendments set forth in the
preceding Recital paragraph subject to the terms, conditions and
provisions set forth in this First Amendment.
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 First
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 First 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 First Amendment.
"First Amendment" shall mean the First Amendment to Amended and Restated
Credit Agreement.
"First Amendment Effective Date" shall mean August 24, 2001, subject to
full satisfaction of each Condition Precedent set forth in Paragraph 4 of the
First Amendment.
"First Amendment Fee" shall have the meaning set forth in Paragraph 4(c) of
the First Amendment.
"Interest Expense Coverage Ratio" shall be defined as follows:
EBITDA, minus Distributions, minus Non-Finance 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 basins on all Indebtedness
(accrued and capitalized).
"Permitted Distribution Carve-Outs" - Intentionally deleted.
2
"TFCC Permitted Distribution Carve-Outs" - Intentionally deleted.
"TFCC Ratio" shall be defined as follows:
EBITDA, minus Distributions, 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. Restatement of Leverage Ratio Covenant. As of the First
Amendment Effective Date, Section 6.01 entitled "Leverage Ratio" shall
be and is hereby fully amended and restated in its entirety as
follows:
"Section 6.01. Leverage Ratio. Commencing on the First Amendment
Effective Date and continuing as of each Fiscal Quarter end until the
Maturity Date, the Borrower Consolidation shall maintain a maximum
Leverage Ratio no greater than 2.50 to 1.00."
3. Restatement of Guarantor Funded Debt to Borrower Consolidation
EBITDA Ratio Covenant. As of the First Amendment Effective Date,
Section 6.10 entitled "Ratio of Guarantor Funded Debt to Borrower
Consolidation EBITDA" shall be and is hereby fully amended and
restated in its entirety as follows:
"Section 6.10. Ratio of Guarantor Funded Debt to Borrower
Consolidation EBITDA. The ratio of Guarantor's consolidated Funded
Debt (excluding all debt of Century Casinos Africa, or any of its
Subsidiaries which is nonrecourse as to Guarantor) to the Borrower
Consolidation's EBITDA as of the end of each Fiscal Quarter shall be
less than or equal to 4.00 to 1.00."
4. Conditions Precedent to First Amendment Effective Date. The
occurrence of the - First 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 August 24, 2001:
3
a. Due execution by Borrowers, Guarantor and Banks of four (4)
duplicate originals of this First Amendment;
b. Corporate resolutions or other evidence of requisite authority
of Borrowers and Guarantor, as applicable, to execute the First
Amendment;
c. Payment of a fee in the amount of One Thousand Five Hundred
Dollars ($1,500.00) (the "First Amendment Fee") to Agent Bank to be
disbursed by Agent Bank to Lenders in proportion to their respective
Syndication Interests in the Credit Facility;
d. Reimbursement to Agent Bank by Borrowers for all reasonable
fees and out-of-pocket expenses incurred by Agent Bank in connection
with the First Amendment, including, but not limited to, reasonable
attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses
remaining unpaid as of the First Amendment Effective Date; and
e. Such other documents, instruments or conditions as may be
reasonably required by Lenders.
5. 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 First Amendment Effective Date in all material respects as
though such representations and warranties had been made on and as of
the First 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
4
d. The execution, delivery and performance of this First
Amendment has been duly authorized by all necessary action of
Borrowers and Guarantor and this First Amendment constitutes a valid,
binding and enforceable obligation of Borrowers and Guarantor.
6. Affirmation and Ratification of Continuing Guaranty. Guarantor
joins in the execution of this First 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
of Borrowers' Indebtedness and Obligations under the Credit Facility
and each of the Loan Documents as modified under this First Amendment.
7. Incorporation by Reference. This First Amendment shall be and
is hereby incorporated in and forms a part of the Existing Credit
Agreement.
8. Governing Law. This First Amendment to Credit Agreement shall
be governed by the internal laws of the State of Nevada without
reference to conflicts of laws principles.
9. Counterparts. This First 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.
10. Continuance of Terms and Provisions. All of the terms and
provisions of the First Credit Agreement shall remain unchanged except
as specifically modified herein.
5
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
the day and year first above written.
BORROWERS:
WMCK VENTURE CORP.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxxxx
Name Xxxxx Xxxxxxxxx
Title President
CENTURY CASINOS CRIPPLE
CREEK, INC.,
a Colorado corporation
By /s/ Xxxxx Xxxxxxxxx
Name Xxxxx Xxxxxxxxx
Title President
WMCK ACQUISITION
CORP., a Delaware
corporation
By /s/ Xxxxx Xxxxxxxxx
Name Xxxxx Xxxxxxxxx
Title President
6
GUARANTOR:
CENTURY CASINOS, INC.,
a Delaware corporation
By /s/ Xxxxx Xxxxxxxxx
Name Xxxxx Xxxxxxxxx
Title Secretary
BANKS:
XXXXX FARGO BANK,
National Association,
Agent Bank, Lender and
L/C Issuer
By /s/ Xxxx Xxxxx
Name Xxxx Xxxxx
Title Vice President
7
