UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
Date
of Report: March 6, 2007
(Date
of
earliest event reported: February 28, 2007)
CENTURY
CASINOS, INC.
(Exact
Name of Registrant as specified in its charter)
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Delaware
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0-22290
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84-1271317
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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719-527-8300
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
February 28,
2007, a
Second Amendment to the Credit Agreement dated November 18, 2005 (“Second
Amendment”) was entered into among CC Tollgate LLC (the “Borrower”), Century
Casinos, Inc. (“Century”) and Wells Fargo Bank, National Association, as
Agent.
Amongst
other items, the terms of the Second Amendment added or modified the following
(capitalized terms have the meanings ascribed to them in the Second Amendment
and in Section 1.01 of the Existing Credit Agreement):
| 1) |
Permits
and requires the Borrower to make principal prepayments of $10.0 million
on the C/T Loan (as defined in the original agreement) and $2.5 million
on
the Revolving Credit Facility at a reduced prepayment fee of 2.5%.
The
prepayment fee is payable on the Maturity
Date.
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| 2) |
Revises
the C/T Loan Reduction Schedule requiring quarterly loan repayments
of
$0.6 million beginning December 31, 2007 through
maturity.
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| 3) |
Redefines
and modifies the covenant requirements for the Adjusted Fixed Charge
Coverage Ratio, Senior Leverage Ratio, Limitation on Indebtedness and
Restriction on Distributions.
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| 4) |
Eliminates
the Total Leverage Ratio Covenant, the Minimum Annualized EBITDAM
requirements and the requirements for the payment of Excess Cash Flow
Payments.
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| 5) |
Permits
the Borrower to make Secured Interest Rate Hedges up to $22.5 million
at
any time outstanding.
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| 6) |
Defines
“Term Out Date” to be November 22, 2006.
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This
summary of the terms of the Second Amendment is qualified in its entirety by
the
text of the Second Amendment, a copy of which is attached to this Form 8-K
as
exhibit 10.1 and is incorporated herein by reference.
On
February 28, 2007, a Seventh
Amendment to the Amended and Restated Credit Agreement dated April 21, 2000
(“Seventh
Amendment”)
was entered into among WMCK Venture Corp., Century Casinos Cripple
Creek, Inc., WMCK Acquisition Corp.
(collectively the “Borrowers”),
Century
Casinos, Inc.
(the
“Guarantor”)
and
Wells Fargo Bank, National Association, as Agent. The Seventh Amendment extends
the maturity date of the Existing Credit Agreement to December 31,
2008.
This
summary of the terms of the Seventh Amendment is qualified in its entirety
by
the text of the Seventh Amendment, a copy of which is attached to this Form
8-K
as exhibit 10.2 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.1 Second
Amendment to Credit Agreement, dated as of February 28, 2007, by and between
CC
Tollgate LLC, Wells Fargo Bank, Marshall Bankfirst Corp. and Orix Commercial
Finance LLC.
10.2 Seventh
Amendment to Amended and Restated Credit Agreement, dated as of February 28,
2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Century
Casinos, Inc.
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(Registrant)
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Date:
March 6, 2007
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By
: /s/ Ray Sienko
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Ray
Sienko
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Chief
Accounting Officer
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