EXHIBIT 10.85
FOURTH AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") is made and
entered into as of the 15th day of November, 1999, 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 a Credit
Agreement dated as of March 21, 1997 (the "Original Credit Agreement") as
amended by First Amendment to Credit Agreement dated as of November 11, 1997
(the "First Amendment") and by Second Amendment to Credit Agreement dated
January 28, 1998 (the "Second Amendment") and by Third Amendment to Credit
Agreement dated November 4, 1998 (the "Third Amendment", and together with the
Original Credit Agreement, the First Amendment and Second Amendment,
collectively 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 Million Dollars ($20,000,000.00)
B. For the purpose of this Fourth 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) Permitting the Distribution of up to Five Million Dollars
($5,000,000.00) from the Borrower Consolidation to Guarantor;
(ii) excluding from the calculation of the TFCC Ratio the Distribution
described in (i) above.
1
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 Fourth 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 Fourth
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:
"Caledon Investment" shall mean the investment, directly by Guarantor or
through a Subsidiary which is owned or controlled by Guarantor, in a hotel,
casino and spa facility located in Caledon, Western Cape Providence of South
Africa.
"Credit Agreement" shall mean the Existing Credit Agreement as amended by
the Fourth 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.
"Excluded Subdebt Reductions" shall mean collective reference to: (i) the
meaning ascribed to such term in Paragraph 11 of the Third Amendment, and (ii)
each Distribution made under the provisions of Paragraph 2(c) of the Fourth
Amendment.
"Existing Credit Agreement" shall have the meaning set forth in Recital
Paragraph A of the Fourth Amendment.
"First Amendment" shall have the meaning set forth in Recital Paragraph A
of the Fourth Amendment.
"Fourth Amendment" shall mean the Fourth Amendment to Credit Agreement.
"Fourth Amendment Effective Date" shall mean
November 30, 1999, subject to full satisfaction of each
Condition Precedent set forth in Paragraph 4 of the Fourth
Amendment.
"Fourth Amendment Fee" shall have the meaning set forth in Paragraph 4(c)
of the Fourth Amendment.
2
"Johannesburg Investment" shall mean the investment, directly by Guarantor
or through a Subsidiary which is owned or controlled by Guarantor, in a
partnership or other joint venture arrangement with an entity known as
"Silverstar" for a casino operation to be located in Greater Johannesburg, South
Africa area.
"Original Credit Agreement" shall have the meaning set forth in Recital
Paragraph A of the Fourth Amendment
"Permitted CNTY Distributions" shall have the meaning ascribed to such term
in Paragraph 2 of the Fourth Amendment.
"Second Amendment" shall have the meaning set forth in Recital Paragraph A
of the Fourth Amendment.
"TFCC Ratio" shall be defined as follows:
Net profit after cash taxes, plus depreciation and amortization, plus
Interest Expense (accrued and capitalized), less Distributions (not including
the Excluded Subdebt Reduction and the Permitted CNTY Distributions) paid, less
Non-Financed Capital Expenditures incurred during the period under review,
Divided by (/)
Current portion of scheduled principal and actual interest payments on long
term debt and Capitalized Lease Liabilities, excluding payments made on
Subordinated Debt.
2. Permitted CNTY Distributions. Notwithstanding anything contained in the
----------------------------
Existing Credit Agreement to the contrary, the Borrower Consolidation may make
the following Distributions to Guarantor (collectively, the "Permitted CNTY
Distributions") so long as (i) no Default or Event of Default has occurred and
remains continuing at the time of such Distributions, (ii) June 30, 2000 shall
not have occurred; and (iii) such Permitted CNTY Distributions do not exceed
Five Million Dollars ($5,000,000.00) in the aggregate:
a. Distribution of the Johannesburg Investment up to a maximum
aggregate amount of Two Million Dollars ($2,000,000.00);
b. Distribution of the Caledon Investment up to a maximum aggregate
amount of Three Million Dollars
($3,000,000.00);
c. Distribution to be applied toward a prepayment of principal on the
Subordinated Debt up to the maximum aggregate amount of One Million Dollars
($1,000,000.00); and
3
d. Distributions to be used to repurchase the stock of Guarantor.
3. Permitted CNTY Distributions and Subordinated Debt Payment Carve Out
--------------------------------------------------------------------
for TFCC Calculation. On and after the Fourth Amendment Effective Date and so
----------------------
long as no Default or Event of Default has occurred and remains continuing, the
--
Permitted CNTY Distributions and Excluded Subdebt Reductions shall: (i) be
excluded from the TFCC calculation under Section 6.03 as provided in the amended
"TFCC Ratio" definition set forth in Paragraph 1 of the Fourth Amendment, and
(ii) not otherwise constitute a Default or Event of Default under the Credit
Agreement.
4. Conditions Precedent to Fourth Amendment Effective Date. The
-------------------------------------------------------------
occurrence of the Fourth 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 15, 1999:
a. Due execution by Borrowers, Guarantor and Banks of four (4)
duplicate originals of this Fourth Amendment;
b. Corporate resolutions or other evidence of requisite authority of
Borrowers and Guarantor, as applicable, to execute the Fourth Amendment;
c. Payment of a fee in the amount of Ten Thousand Dollars ($10,000.00)
(the "Fourth 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 Fourth
Amendment, including, but not limited to, reasonable attorneys' fees of
Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the
Fourth 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:
4
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 Fourth Amendment Effective Date
in all material respects as though such representations and warranties had been
made on and as of the Fourth 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 Fourth Amendment has
been duly authorized by all necessary action of Borrowers and Guarantor and this
Fourth 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 Fourth 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 Fourth Amendment.
7. Incorporation by Reference. This Fourth Amendment shall be
----------------------------
and is hereby incorporated in and forms a part of the Existing Credit Agreement.
8. Governing Law. This Fourth 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 Fourth 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 Credit Agreement shall remain unchanged except as specifically modified
herein.
5
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as of the day and year first above written.
BORROWERS:
WMCK VENTURE CORP.,
a Delaware corporation
By /s/Xxxxx X. Xxxxxxxxx
-----------------------
Name Xxxxx X. Xxxxxxxxx
--------------------
Title CFO
---
CENTURY CASINOS CRIPPLE CREEK, INC.,
a Colorado corporation
By /s/Xxxxx X. Xxxxxxxxx
-----------------------
Name Xxxxx X. Xxxxxxxxx
--------------------
Title CFO
---
WMCK ACQUISITION CORP.,
a Delaware corporation
By /s/Xxxxx X. Xxxxxxxxx
-----------------------
Name Xxxxx X. Xxxxxxxxx
--------------------
Title CFO
---
GUARANTOR:
CENTURY CASINOS, INC.,
a Delaware corporation
By /s/Xxxxx X. Xxxxxxxxx
-----------------------
Name Xxxxx X. Xxxxxxxxx
--------------------
Title CAO
---
BANKS:
XXXXX FARGO BANK,
National Association,
Agent Bank, Lender and
L/C Issuer
By /s/Xxxxx Kramer___
----------------
Name Xxxxx Xxxxxx
-------------
Title Vice President
---------------
6
