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: July 5, 2006
(Date
of
earliest event reported: June 28, 2006)
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
June
28, 2006, a First Amendment to the Credit Agreement dated November 18,
2005
(“First 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 First Amendment reduces the interest rate on
or
after the Term Out Date (capitalized terms have the meanings ascribed to them
in
the First Amendment and in Section 1.01 of the Existing Credit Agreement) to
the
greater of (i) 6.5% per annum or (ii) the Prime Rate plus 2.0% per annum (which
currently equates to 10.0%) and a service fee of 0.5% on the total outstanding
balance, payable monthly. The First Amendment also reduces the prepayment fee
on
the Loan Agreement to 9.3% from the Term Out Date, decreasing to 2.3% in the
17th
full
quarter after the Term Out Date through maturity.
As
consideration for the First Amendment, Century has provided a guarantee to
the
Lenders of all of the Borrower’s obligations related to the Existing
Credit
Agreement
This
summary of the terms of the First Amendment is qualified in its entirety by
the
text of the First Amendment, a copy of which is attached to this Form 8-K as
exhibit 10.174 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
10.174 First
Amendment to Credit Agreement, dated as of June 28, 2006, by and between CC
Tollgate LLC, Wells Fargo Bank, Marshall Bankfirst Corp. and Orix
Commercial Finance LLC.
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 5, 2006
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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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