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: December 12, 2005
(Date
of
earliest event reported: December 6, 2005)
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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|
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1263
Lake Plaza Drive Suite A, Colorado Springs, CO
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80906
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|
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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
December 6, 2005, a Fifth Amendment
to the Amended and Restated Credit Agreement dated April 21, 2000 (“Fifth
Amendment”)
was entered into among WMCK Venture Corp.,
Century
Casinos Cripple Creek, Inc., WMCK Acquisition Corp. (collectively “Womacks”
and
the
“Borrowers”), Century Casinos, Inc. (“Century” and the “Guarantor”) and Wells
Fargo Bank, National Association, as Agent.
Amongst
other items, the terms of the Fifth Amendment added or modified the following
(capitalized terms have the meanings ascribed to them in the Fifth Amendment
and
in Section 1.01 of the Existing Credit Agreement):
1) |
Defines
“Designated CCI Capital Contributions” as the capital contributions made
by the Guarantor to the Borrowers in cash within 30 days of the Fifth
Amendment effective
date;
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2) |
Defines
“Designated CCI Distribution Carve-Outs” as the designated distributions
to the Guarantor, the cumulative amount of which cannot exceed the
Designated CCI Capital Contributions;
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3) |
Redefined
adjusted EBITDA, for purpose of the Interest Coverage and TFCC ratios
to
permit the Borrowers to make Designated CCI Distribution Carve-Outs
up to
the aggregate amount of the Designated CCI Capital Contributions
without
the requirement to deduct such distributions from EBITDA in the
calculation of these ratios.
|
The
Fifth
Amendment permits Century to make capital contributions to Womacks for a
specified period
that can
be used to repay the outstanding obligations under Womacks’ revolving line of
credit with Wells Fargo Bank, and subsequently permits Womacks to make cash
distributions to Century up to the amount of Century’s capital
contributions made during the specified period.
This
summary of the terms of the Fifth Amendment is qualified in its entirety
by the
text of the Fifth Amendment, a copy of which is attached to this Form 8-K
as
exhibit 10.165 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.165 Fifth
Amendment to Amended and Restated Credit Agreement, dated as of December
6,
2005.
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.
Century
Casinos, Inc.
(Registrant)
Date:
December 12,
2005
By
: /s/ Ray Sienko
Ray
Sienko, Chief Accounting Officer
EXHIBIT
INDEX
10.165
Fifth
Amendment to Amended and Restated Credit Agreement, dated as of December
6,
2005.