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 21, 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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2860
South Circle Drive, Suite 350, 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 July 23, 2008, a Ninth
Amendment to the Amended and Restated Credit Agreement dated April 21,
2000 (“Ninth
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 Ninth Amendment added or modified the following
(capitalized terms have the meanings ascribed to them in the Ninth Amendment and
in Section 1.01 of the Existing Credit Agreement):
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1)
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Reduces
the aggregate commitment and maximum permitted balance available to the
Borrowers from $10.0 million to $5.0
million.
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2)
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Amends
the definition of EBITDA.
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3)
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Eliminates
the Interest Expense Coverage Ratio requirement effective as of the Fiscal
Quarter ended June 30, 2008.
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4)
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Removes
the aggregate limitation of $500,000 of Indebtedness owing by Borrowers to
Guarantor or any of the Guarantor’s
Subsidiaries or Affiliates.
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5)
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Eliminates
the ability of Borrowers to make payments in any manner for Distributions
(including, without limitation, Designated CCI Distribution Carve-Outs),
Management Fees or interest on Subordinated Debt. The Borrowers may
reimburse Guarantor or any Affiliate for actual operating expenses
incurred in the ordinary course of
business.
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This
summary of the terms of the Ninth Amendment is qualified in its entirety by the
text of the Ninth 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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Ninth
Amendment to Amended and Restated Credit Agreement, dated as of July 21,
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: July
25, 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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