Tollgate-Golden Horseshoe
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: November 29, 2005
(Date
of
earliest event reported: November 21, 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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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
November 21,
2005,
Century Casinos, Inc. (“the Company”), through its subsidiary CC Tollgate LLC
entered
into
a $35
million loan agreement (“Loan Agreement”) with Wells Fargo Bank and a syndicate
of institutional lenders.
Proceeds
from the Loan Agreement will be used to fund the casino project that the Company
is developing in Central City, Colorado, including, but not limited to, the
repayment of outstanding indebtedness with Colorado Business Bank, the
construction of the property and purchase of gaming equipment. The remaining
funds will be used to fund ongoing working capital needs of the Central City
casino. The Loan Agreement consists of a $32.5 million construction loan and
a
$2.5 million revolving line of credit. The $32.5 million construction loan
will
convert to a 60-month term loan on the earlier of the 12 month anniversary
of
the closing of the loan or at such time as the Central City casino has been
opened to the public. The $32.5 million construction loan and the $2.5 million
revolving line of credit will both mature on the fifth anniversary of conversion
of the construction loan. The amount outstanding under the term loan is subject
to quarterly reductions, beginning at $0.6 million for the first full quarter
following the conversion date of the loan, increasing to $1.1 million on the
17th
full
quarter from the conversion date of the loan, until maturity. Availability
under the line of credit will be conditional upon the Company being in
compliance with all of the financial and other covenants contained in the Loan
Agreement at the time of a particular drawdown, and the Company’s continued
ability
to
make certain representations and warranties, including representations as to
the
absence of liens on the Central City properties other than certain permitted
liens, the absence of litigation or other developments that have or could
reasonably be expected to have a material adverse effect on the Company and
its
subsidiaries, and continued effectiveness of the documents granting security
for
the credit facility. The interest rate on both loans will be the greater of
8.5%
or the Prime Rate plus 4.0% (which currently equates to 11.5%) and a service
fee
of 0.5% on the total outstanding balance, payable monthly. Upon closing, CC
Tollgate LLC incurred a facility fee of $1.1 million payable to Wells Fargo
Bank
which was satisfied from the proceeds of the loan. The Loan Agreement is subject
to a prepayment fee, 19.6% during the construction period through the conversion
date of the loan, which decreases annually to 4.1% in the 17th
full
quarter after the conversion date of the loan through maturity; a nonusage
fee
of 0.75% on the unused portion of the total commitment; various reporting
requirements and various financial covenants, the most significant being Total
Leverage and Senior Leverage Ratios, Adjusted Fixed Charge Coverage
and
Minimum Annualized EBITDAM. The Loan Agreement is secured by all of CC Tollgate
LLC’s assets.
The
summary of the terms of the Loan Agreement is qualified in its entirety by
its
text, a copy of which is attached to this Form 8-K as exhibit 10.160 and is
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The
disclosure contained in "Item 1.01 Entry into a Material Definitive Agreement"
of this Current Report on Form 8-K is incorporated in this Item 2.03 by
reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.160 Credit
Agreement dated as of November 18, 2005 among CC TOLLGATE LLC, a Delaware
limited liability company, as Borrower, the LENDERS and L/C ISSUER herein named
WELLS FARGO BANK, National Association, as Agent Bank
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
(Registrant)
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| Date: November
29, 2005 |
By: |
/s/ Ray
Sienko |
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Chief
Accounting Officer |
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EXHIBIT
INDEX
10.160 Credit
Agreement dated as of November 18, 2005 among CC TOLLGATE LLC, a Delaware
limited liability company, as Borrower, the LENDERS and L/C ISSUER herein
named
WELLS FARGO BANK, National Association, as Agent Bank