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 (Date of earliest event reported): April 11, 2008
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 April 11, 2008, an
Eighth Amendment to the Amended and Restated Credit Agreement dated April
21, 2000 (“Eighth 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.
Amongst
other items, the terms of the Eighth Amendment added or modified the following
(capitalized terms have the meanings ascribed to them in the Eighth Amendment
and in Section 1.01 of the Existing Credit Agreement):
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1)
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Extends
the maturity date of the Existing Credit Agreement to December 31,
2009.
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2)
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Reduces
the aggregate commitment and maximum permitted balance available to the
Borrowers from $15.5 million to $10.0
million.
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3)
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Eliminates
the requirements to make any Scheduled Reductions prior to December 31,
2009 and the TFCC Ratio.
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4)
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Redefines
and modifies the covenant requirements for the Interest Expense Coverage
Ratio and the Restriction on Distributions
Covenant.
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5)
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Adds
a Minimum Make-Well Adjusted Quarterly EBITDA financial covenant. This
financial covenant permits the Borrower to receive an Equity Contribution
within forty days following the end of the Fiscal Quarter which is subject
to the Minimum Make-Well Adjusted Quarterly EBITDA financial covenant.
This Equity Contribution will be added to the EBITDA realized by the
Borrower for such fiscal quarter. The Equity Contribution will result in a
permanent reduction in the amount available to the Borrower equal to the
amount of the Equity Contribution.
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The
Borrower Consolidation is required to maintain the following Make-Well Adjusted
Quarterly EBITDA as follows:
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Fiscal Quarter
Ended
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Minimum
Make-Well Adjusted
Quarterly EBITDA for such
Quarter
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3/31/2008
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N/A
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6/30/2008
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$1,410,000
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9/30/2008
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$1,130,000
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12/31/2008
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$753,000
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3/31/2009
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$899,000
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6/30/2009
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$902,000
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9/30/2009
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$1,425,000
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12/31/2009
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Maturity
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This
summary of the terms of the Eighth Amendment is qualified in its entirety by the
text of the Eighth Amendment, a copy of which is attached to this Form 8-K as
exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(c)
Exhibits
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10.1
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Eighth
Amendment to Amended and Restated Credit Agreement, dated as of April 11,
2008.
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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: April
17, 2008
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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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