CENTURY CASINOS INC /CO/
SECOND AMENDMENT TO RCF
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10_115.txt
<DESCRIPTION>SECOND AMENDMENT TO RCF
<TEXT>
                               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 WELLS 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;

                                     <PAGE>

          (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.

                                       2
                                     <PAGE>


     "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:

                                       3
                                     <PAGE>


     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.

                                       4
                                     <PAGE>

     "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

                                       5
                                     <PAGE>

          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
Henderson & Morgan,  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:

                                       6
                                     <PAGE>

     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

                                       7
                                     <PAGE>

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
                                                       Larry Hannappel,President

                                                         CENTURY CASINOS CRIPPLE
                                                         CREEK, INC.,
                                                          a Colorado corporation


                                                    By
                                                       Larry Hannappel,President


                                       8
                                     <PAGE>

                                                         WMCK ACQUISITION CORP.,
                                                          a Delaware corporation


                                                    By
                                                      Larry Hannappel, President


                                                GUARANTOR:

                                                          CENTURY CASINOS, INC.,
                                                          a Delaware corporation


                                                    By
                                                      Larry Hannappel, Secretary


                                                BANKS:

                                                               WELLS FARGO BANK,
                                                           National Association,
                                                          Agent Bank, Lender and
                                                                      L/C Issuer


                                                    By
                                                       Rick Bokum,Vice President


                                       9
                                     <PAGE>



                                    EXHIBIT F
                             COMPLIANCE CERTIFICATE
                             ----------------------
                       (Revised - Second Amendment - Form)


TO: WELLS 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  WELLS  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.                                                    $______________

                                     <PAGE>

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.                                                   ______________

                                       2
                                     <PAGE>

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.

                                       3
                                     <PAGE>

                                      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:

                                       4
                                     <PAGE>

     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

                                       5
                                     <PAGE>

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:

                                       6
                                     <PAGE>

     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

                                       7
                                     <PAGE>


     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 Hedges                                      $_____________

        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
                                                                   _____________
                                       8
                                     <PAGE>

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

                                       9
                                     <PAGE>

     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.         _____________

                                       10
                                     <PAGE>


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).                   _____________

                                       11
                                     <PAGE>

     e. Gross 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.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


 ----- ------------------------ ------------------------ -------------------------
        Amount of Designated                                Cumulative Total of
        Distribution Carve-Out    Fiscal Quarter Made      Designated Distribution
                                                                 Carve-Outs
 ----- ------------------------ ------------------------ -------------------------

   1.

 ----- ------------------------ ------------------------ -------------------------

   2.

 ----- ------------------------ ------------------------ -------------------------

   3.

 ----- ------------------------ ------------------------ -------------------------

   4.

 ----- ------------------------ ------------------------ -------------------------

   5.

 ----- ------------------------ ------------------------ -------------------------
                                       12
                                     <PAGE>


   6.

 ----- ------------------------ ------------------------ -------------------------

   7.

 ----- ------------------------ ------------------------ -------------------------

   8.

 ----- ------------------------ ------------------------ -------------------------

   9.

 ----- ------------------------ ------------------------ -------------------------

  10.

 ----- ------------------------ ------------------------ -------------------------
</TABLE>

     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
                                     <PAGE>


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
                                     <PAGE>

                                                GUARANTOR:

                                                          CENTURY CASINOS, INC.,
                                                          a Delaware corporation


                                                     By_________________________

                                                      Name______________________

                                                   Title________________________


                                       15
                                     <PAGE>


                                SCHEDULE 2.01(c)
                     AGGREGATE COMMITMENT REDUCTION SCHEDULE
                          (Revised - Second Amendment)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

--------------------------------- -------------------------------------- --------------------------------------
            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)
--------------------------------- -------------------------------------- --------------------------------------
</TABLE>








</TEXT>
</DOCUMENT>
