EXHIBIT 10.69
First Amendment to the Credit Agreement dated as of March 31, 1997, between
Xxxxx Fargo Bank, N.A. ("Lender"); WMCK Venture Corp., Century Casinos Cripple
Creek, Inc., and WMCK Acquisition Corp. ("Borrowers"); and Century Casinos, Inc.
("Guarantor"), dated November 11, 1997.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment to Credit
Agreement") dated as of the 11th day of November, 1997, is entered into with
reference to that certain Credit Agreement dated as of March 31, 1997 (the
"Existing Credit Agreement") executed 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,
"Borrowers"), as Borrowers, CENTURY CASINOS, INC., a Delaware corporation
("Guarantor"), as Guarantor, each of the Lenders, as defined therein, and XXXXX
FARGO BANK, National Association, as administrative and collateral agent for the
Lenders ("Agent Bank" and together with the Lenders, collectively referred to as
the "Banks"). Capitalized terms used herein not otherwise defined shall have the
meaning set forth for such terms in the Existing Credit Agreement.
Borrowers, Guarantor and Banks agree as follows:
1. Modification of Definitions. Section 1.01 of the Existing Credit
Agreement shall be and is hereby amended to include the following definitions,
with such amendment to be effective as of September 30, 1997. Those terms which
are currently defined by Section 1.01 of the Existing Credit Agreement and which
are also defined below shall be defined as set forth below:
"Credit Agreement" shall mean the Existing Credit Agreement as
amended by the First Amendment to Credit Agreement, and 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 the
Preamble to the First Amendment to Credit Agreement.
"Existing Guaranty" shall mean the General Continuing Guaranty which
is defined as the "Guaranty" by Section 1.01 of the Existing Credit Agreement.
"First Amendment to Credit Agreement" shall have the meaning set
forth in the Preamble of the First Amendment to Credit Agreement dated as of
November 11, 1997, executed by Borrowers, Guarantor and Banks.
"Guaranty" shall mean the Existing Guaranty as affirmed, ratified
and modified pursuant to the First Amendment to Credit Agreement and as it may
be further amended, modified, supplemented, replaced, renewed or restated from
time to time.
2. Retroactive Modification of Minimum Annual EBITDA. Section 6.01
of the Existing Credit Agreement is hereby amended to read, in its entirety, as
follows, with such amendment to be effective as of September 30, 1997:
"Section 6.01. Minimum Annual EBITDA. The Borrower
Consolidation shall maintain a minimum EBITDA, in the amounts set
forth below, determined as of the end of the Fiscal Quarter
commencing on July 1, 1997, and as of the end of each succeeding
Fiscal Quarter, until Bank Facility Termination, with such EBITDA to
be calculated, in each case, with respect to the Fiscal Quarter then
ended and with respect to the immediately preceding three (3) Fiscal
Quarters, on a rolling four (4) quarter basis:
(a) For EBITDA calculated as of the end of the Fiscal
Quarter commencing on July 1, 1997, and for EBITDA calculated
as of the end of each succeeding Fiscal Quarter until, and
including, the Fiscal Quarter commencing on July 1, 1998, the
minimum EBITDA shall be Four Million Five Hundred Thousand
Dollars ($4,500,000.00); and
(b) For EBITDA calculated as of the end of the Fiscal
Quarter commencing on October 1, 1998 and for EBITDA
calculated as of the end of each succeeding Fiscal Quarter
until Bank Facility Termination, the minimum EBITDA shall be
Five Million Dollars ($5,000,000.00)."
3. Representation and Warranty. To induce the Banks to enter into
this First Amendment to Credit Agreement and to make the accommodations provided
for herein, Borrowers and Guarantor represent and warrant to the Banks that
there are not any Events of Default existing, nor are there any circumstances
existing which would constitute such an Event of Default with notice, lapse of
time, or both.
4. Reaffirmation of Guaranty. Guarantor hereby: (i) reaffirms and
ratifies its obligations under the Existing Guaranty; and (ii) agrees that each
and every reference to the "Credit Agreement" which is contained in such
Existing Guaranty shall be to the Existing Credit Agreement, as amended by the
First Amendment to Credit Agreement, and as it may be further amended,
supplemented or otherwise modified from time to time.
5. Corporate Authority. Concurrently herewith, Borrowers and
Guarantor shall each deliver to Agent Bank an original Certificate of Corporate
Resolution and Certificate of Incumbency executed by the respective Secretary of
each such entity and attested to by the President, Vice President or Treasurer
of each such entity authorizing such entity to enter into all documents and
agreements to be executed by the respective entity pursuant to this First
Amendment to Credit Agreement and further authorizing and empowering the officer
or officers who will execute such documents and agreements with the authority
and power to execute such documents and agreements on behalf of the respective
entity.
6. Reimbursement of Agent Bank. Borrowers shall reimburse Agent Bank
for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in
connection with this First Amendment to Credit Agreement including, without
limitation, attorneys' fees of Xxxxxxxxx & Xxxxxx and all other like expenses.
2
7. No Other Amendments. Except as specifically set forth herein, the
Credit Agreement and each of the Loan Documents shall remain unchanged and in
full force and effect.
8. Counterparts. This First Amendment to Credit Agreement may be
executed by the parties hereto 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 but one and the same
document.
IN WITNESS WHEREOF, Borrowers and Banks have executed this First
Amendment to Credit Agreement by their duly authorized representatives as of the
day and year first above written.
BORROWERS: BANKS:
CENTURY CASINOS CRIPPLE XXXXX FARGO BANK,
CREEK, INC., a Colorado National Association,
corporation Agent Bank and Lender
By /s/ Xxxxxxx Teufelberger By /s/ Xxxx Xxxxxx
-------------------------- ---------------------------------
Name Xxxxxxx Teufelberger Name Xxxx Xxxxxx
Title Director & Secretary Title SVP
WMCK ACQUISITION CORP., a Delaware
corporation
By /s/ Xxxxxxx Teufelberger
--------------------------
Name Xxxxxxx Teufelberger
Title Director & Secretary
WMCK VENTURE CORP., a
Delaware corporation
By /s/ Xxxxxxx Teufelberger
---------------------------
Name Xxxxxxx Teufelberger
Title Director & Secretary
GUARANTOR:
CENTURY CASINOS, INC., a
Delaware corporation
By /s/ Xxxxxxx Teufelberger
---------------------------
Name Xxxxxxx Teufelberger
Title Director & Secretary
