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 ) : Novembe r 29 , 2013
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
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Delaware |
0-22290 |
84-1271317 |
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
of incorporation) |
File Number) |
Identification Number) |
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455 E Pikes Peak Ave, Suite 21 0 , Colorado Springs, CO |
8090 3 |
(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code: |
719-527-8300 |
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 30, 2012, Century Casinos, Inc.’s subsidiary Century Casinos Europe GmbH ("CCE") signed credit and management agreements with United Horsemen of Alberta Inc. ("UHA") in connection with the development of a proposed Racing Entertainment Center (“REC”) in Balzac, north metropolitan area of Calgary, Alberta, Canada, which would be exclusively managed by the Company upon completion.
On November 29 , 2013, CCE finalized an amended credit agreement with UHA in connection with the development of the proposed REC under which CCE agreed to loan to UHA a total of CAD 24 million in two separate loans , Loan A and Loan B. Loan A would be for CAD 13 million, and Loan B would be for CAD 11 million. Both loans are for the exclusive use of developing the REC project. CCE intends to fund both loans with additional borrowings under the credit agreement with the Bank of Montreal (“ BMO Credit Agreement ”) . The Company has a commitment letter with BMO for an additional CAD 11 million credit facility under the BMO Credit Agreement . Loan A has an interest rate of LIBOR plus 800 basis points and a term of five years, and CAD 11 million is convertible at CCE’s option into an ownership position in UHA of up to 60%. Loan B has an interest rate equivalent to the rate charged under the BMO Credit Agreement and a term of five years, and represents an additional ownership position in UHA of 15%. CCE will not advance funds from Loan B to UHA until all monies from Loan A have been advanced. Both loans are secured by a leasehold mortgage on the REC property and a pledge of UHA’s stock by the majority of UHA shareholders.
Once the REC is developed and operational and for as long as CCE has not converted the UHA loans into a majority ownership position in UHA, CCE will receive 60% of UHA’s net profit before tax as a management fee.
The REC project is subject to development and licensing approvals from the Alberta Gaming and Liquor Commission (“AGLC”). Horse Racing Alberta, the governing authority for horseracing in Alberta, has approved the REC project and approved a license. We anticipate that UHA will complete the REC by the end of 2014 .
This summary of the amended credit agreement is qualified in its entirety by the text of the agreement, a copy of which is attached t o this Form 8-K as Exhibit 10.2B and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits .
(c) Exhibits
10.2B
Cr edit Agreement as of November 29 , 2013 by and between Century Casinos Europe GmbH and United Horsemen of Alberta Inc.
99.1
Century Casinos, Inc. press release announcing amended credit agreement to develop racing entertainment center.
SIGNATURE
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: December 3 , 2013 |
By : /s/ Margaret Stapleton |
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Margaret Stapleton |
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Executive Vice President and Principal Financial/Accounting Officer |
THI S A M END MENT is made effective the 30 th da y o f Septembe r , 201 3 . BET W EEN:
CENTUR Y C A SINOS EUROPE GmbH
(registered in A lberta as an extra - provincial corporation under the assumed name, Century Casinos Europe LLC
- an d –
UNITED HORSEMEN OF A LBERTA INC.
(the "Borrower")
RECIT A LS:
A . Century Casinos Europe LLC and Borrower entered into a C redit A greement made effective October 25, 2012;
B . Borrower has advise d th e Lender that costs for the RE C Project hav e increased and
Borrower has requested additional financial assistance from the Lender;
C . Century Resorts Albert a Inc., an affiliate o f Centur y Casinos Europe LL C , i s i n the process o f establishing a lin e o f credit wit h BMO Bank o f Montrea l so as to enabl e Century Resorts Alberta Inc. to fund advances under Loan B, as defined herein;
D . The parties no w wis h t o amend certain terms and provision s contained i n the Credit
Agreement.
IN CONSIDERATION O F THE FOREGOING an d o f t he mutual covenants set ou t below , the parties agree as follows:
A R TICLE 1
DEFINITIONS
1.1 Capitalized terms no t otherwis e defined i n this Agreement hav e the meanings ascribed to them in the Credit Agreemen t .
A R TICLE 2
A M ENDMENTS TO CREDIT A GREEMENT
2.1 The following definitions are added to Article 1.1 of the Credit Agreement:
" A mendment" mean s th e amendment agreemen t entered int o betwee n th e Lender and Borrower dated November 29 , 2013, together wit h all Schedules attached thereto and forming part thereof.
“ BM O ” means BMO Bank of Montreal;
“ CCE L ” means Century Casinos Europe LLC; “ CR A I ” means Century Resorts Alberta Inc.;
“ Lender ” means CCE L w h il e it remains the sole lender under the Credit Agreement, as amended, an d shal l mea n both CCE L and CRAI , upon CRAI’ s participation as provided for in Article 1 7 ;
2.2 The followin g de f initions i n Articl e 1.1 o f th e Credit Agreemen t ar e amende d and replaced with the following:
“Converted Equit y ” means the Clas s “A ” Common Shares i n th e capita l stock o f the Borrowe r issued to the Lender upon the Lender’s exercise o f its optio n to convert Indebtedness, in accordance with this Credit Agreemen t ;
"Interest" or “interest” means (a) i n respec t to Loan A , subjec t t o availability, a va r iable rate of interest, determined monthly as at or about 11:00 a.m. (London, England time) on the last Busines s Da y o f each calendar month, equa l to th e one month Canadia n dollar British Bankers’ Association London Interbank Offere d Rate (BBA LIBOR) quoted to the Lende r fr o m time to time an d at an y time b y B M O (or such other bank as the Lende r ma y select) plus 8.0% , pe r annum, an d such rate shal l apply commencing the nex t following da y to and including the las t busines s da y o f the calendar month following the month i n whic h the rate wa s determined. For illustration, the applicabl e BBA LIBOR rate as o f Jul y 31, 2012 wa s 1.09% and the resulting interest rate payabl e hereunder fo r the period August 1 , 2012 through to and including August
31, 2012 i s 9.09 % per annum. A s tatement or statements i n writing, mad e b y a person authorized b y the Lender as to the applicabl e rate o f interest, from time t o time, shal l be final an d conclusiv e proof thereof during the operativ e time o f the statemen t and shall not be open t o disput e or challenge b y the Borrower, or an y other part y adverse in interest to the Lende r ; a nd (b) in respect to Loan B, the per annum interest rate, charged by BMO to the Lende r , as may be amended from time to tim e .
“Loan A ” means the Lender’s loan to the Borrower up to a maximum of $13,000,000.00 on a non - revolving basis, f o r the exclusiv e us e o f developing and operating the REC Project.
“Loan B” means the Lender’s loan to the Borrower up to a maximum of $11,000,000.00 on a no n - revolving basis, for t he exclusive use of developing and operating the REC Project.
" Loan” or “Loans " mean s al l loans, including Loan A and Loan B and other financial assistance provide d b y the Lender to Borrower, w h ich the parties hereb y agree shal l be governed b y this Credi t Agreement, includin g th e loans describe d i n Articl e 3, together with an y other financial assistance whic h may subsequently be provided b y the Lender to Borrower, all as may be amended, replaced or made available from time to time.
2.3 Article 3.1 of the Cre d it Agreement is amended and replaced with the following:
“ 3.1 Subjec t to the provision s o f th e Credi t Agreement , the Lende r agree s to mak e Loan A and Loan B available to Borrower, provided that Loan B will only be advanced after the Lender has fully advanced Loan A to the Borrower or t o the Borrower’s credi t. ”
2.4 Article 4.1 of the Credit Agreement is amended and replaced with the following:
“4.1 Borrower wil l requisition fro m the Lender , Loan advances fr o m time to time in accordance wit h and so as t o fun d prosecutio n o f t he wor k describe d i n the Development Schedule, as applicable. The Lende r may, from time t o time, require Borrower to deposit an y and all Loan advances, including Loan advances that may subsequently become C onverted E q uity , int o such ban k account(s ) owne d by Borrower having such controls on Borrower’s ability to thereafter disburs e such funds as the Lender in its sole discretion deems satisfactory, including a requirement that funds in exces s of $25,000.00 ma y onl y be pai d fr o m such accou n t(s) i f authorize d b y the signature of an officer of director of Borrower appointed by the Lende r .”
2.5 Articles 5.1, 5.2, 5.3, 5. 6 and 5.10 o f the Credit Agreement are amende d and replaced and Article 5.11 is added, all as follows:
“ 5. 1 Borrowe r shal l repa y the Loans, together with I nteres t an d al l other charges applicable to such Loan s , as the case may b e , in accordance with the terms and conditions herein contained, and as the Lender may direct from time to tim e .
5.2 Interest shall accrue on th e Loans from the date of each advance, calculated daily, compounded monthly and interest will be payable quarterly, in arrears, with the first such payment commencing June 30, 2014, and every three months thereafter, not in
advance, both before and after maturity, de m and, default and judgment.
5.3 Al l Loans other than Loan B Loans shall be repaid by equal, consecutive, quarterly payments with the first such payment being due the earlier of (i) 90 days after the date of Full Operation, or (ii) October 1, 2015, and every three months thereafter, in an amount sufficient to ensure repayment in full of eac h Loan over a period of five years from the date of the initial advance on such Loa n . The entire Indebtedness shall, in any event, be fully paid within five years from the date of the initial advance on Loan A.
5.6 W i thout limitation, the Borrower shall pay interest (a) o n that part of the Indebtedness directly attributable to Loan A at the rate applicable to Loan A, and (b) on that part of the Indebtedness directly attributable to Loan B at the rate applicable to Loan B. Fo r any
part of the Indebtedness that is not directly attributable to either Loan A or Loan B, the
Borrower shall pay interest on such amount a t th e highes t rate payable hereunder.
5.10 Upon payment or extinguishment in full of Loa n A , compensation based on 1.0% of EBITDA shall terminate, provided that all such compensation accrued to that time shall remain due and payable.
5.11 W i th respect to Loan B :
(a) th e Borrower acknowledges that ( i ) the Lender intends to borrow the funds that it wil l thereafter loan to Borrower under Loan B, ( ii ) the Lender intends to borrow such funds from time to time, as and when needed, from BM O pursuant to a written loa n agreemen t wit h BM O , as may be amended from time to time, and ( iii ) the Lender will incur I nteres t an d other costs i n connectio n wit h the Lender’s borrowin g o f such fund s ;
(b) Borrower agrees to provide or cause to provide the Lender and BMO with such information and other things as the Lender shall request from time to time so as to satisfy BMO’s loan requirements, including, without limitation, written
acknowledgements and subordination agreements from Borrower’s shareholder s , directors and contractors as may be requested;
( c) Borrowe r hereb y agrees to pay the Lender I nteres t and such other costs that the Lender may incur and become liable for from time to tim e , al l with the intent that Borrower shal l f ully indemnify and save the Lender harmles s fro m and against any and al l I nteres t an d other costs tha t the Lender ma y b e charge d by B M O in respect to Loa n B;
( d) Borrower shall, in addition, pay the Lender on demand, a n aggregate administrative fee equal to 2.0% o f al l those amount s referred to in section
5.11( c ) hereo f , such administrative fee to paid concurrently with each payment of
principal and/or interest under section 5.11(e) hereo f ; and
(e) All Loan B Loans shall be repaid, both as to principal and Interest, at the same times and in the same manner as such repayment is required by the terms o f the loan that the Lender is obtaining from BMO as referred to in section
5.11(a) hereof.”
2.6 Articles 6. 1 , 6.2 and 6. 3 o f t he Credi t Agreemen t are amende d and replace d wit h the following:
“ 6.1 From time to tim e , commencing a t an y time after that dat e whic h i s ten (10) days a f ter the f i rs t advanc e o f an y Loan whic h i s made a f ter September 30 , 201 3, t he Lender shal l hav e the continuous ongoing irrevoc abl e right to exchange al l or an y part o f t he Indebtedness to Converted Equity on the basis o f $119.44 o f I ndebtednes s f o r one Class “A” Common Share in the capital stock of the Borrower.
6.2 Notwithstanding anythin g se t ou t herein, Borrower shal l not, wi t hou t the Lender’s prior written consent , make paymen t so a s t o reduc e the Indebtedness (nor shal l the Lender be obligated to accept receipt thereof), i f following such payment, the Lender woul d be unabl e to conver t the remaining Indebtedness into no t less tha n 51 % , i n the aggregate (but excluding any shares hel d by Century or to whic h it i s entitled and w h ich are no t Converte d Equity , such a s th e shares contemplated b y sectio n 16.1 hereof ) , of Borrower’s authorized and outstanding Clas s “A” Common shar e capital after conversion.
6.3 The Lender shal l no t be entitled to convert more Indebtedness than wil l result i n the Lender holding after any conversion , in the aggregate, 75 % of Borrower’s authorized and outstanding Class “A” Common share capital. All sh ares then held by Lender in the capital of Borrower, including those shares contemplated by section 16.1 hereof , shall be included in calculating such aggregate amount. An y remaining unconverted Indebtedness s hall remain a debt due to the Lender and be payable in accordance herewith.
6.4 The Lender may exercise its conversion rights hereunder from time to time by delivery of written notice to Borrower at the address referred to herei n. The conversion privilege referred to herei n shal l be separable and transferable b y th e Lender to any affiliate or subsidiary of the Lender or successor to the Lender.
6.5 Borrower acknowledges the directors o f Borrowe r have authorized (a ) the issuance o f t he conversion option s referred to herein an d (b) t he immediate issuance o f t he
Converted Equity upon the Lender’s exercise, fro m time t o time, o f t he conversion options . ”
2.7 Article 10.1(a) and (z) of the Credit Agreement are amende d an d replace d wit h th e followin g :
“10.1 Borrowe r shal l not, withou t the prio r writte n consent o f the Lender
(a) |
Make any single expenditure in excess of $25,000.00. |
(z) conduct any banking business with a financial institution other than BMO at 340 – 7 th Avenue SW, Calgary AB T2P 0X4.”
2.8 A rticle 11.1(d) o f the Credit Agreement i s hereb y amended and replace d with the following:
“11.1(d) If the RE C Project i s not at Ful l Operation , as determined b y the Lender acting reasonably, b y December 30, 2014, or such later date as the Borrowe r ma y elect to extend such date i n compliance with the Ground Lease, fo r reasons no t caused b y the Lende r . ”
2.9 The following Article 16 – Share Issuance, is added to the Credit Agreement:
“ 16.1 Borrower acknowledges (a) CCEL has taken steps to arrange for Loan B to be made to Borrower, (b) receipt from CCEL of the share subscription for 5,755 Class “A” Common Shares in the capital stock of Borrowe r , i n the form attached as Schedule ”G” heret o , ( c) receipt fro m CCE L o f the additional consideration referred to in the share subscription form, (d) the directors of the Borrower have authorized the issuance of the shares subscribed for by CCEL and that such shares hav e bee n fully paid for an d will immediately after issuance, represent 15% of all the issued and outstanding capital stock of Borrower. Borrowe r agrees to cause the shares referred to herei n to be issued as fully paid not later than ten (10) days after the date of the first advance of any Loan w h ich is made after September 30, 2013 . ”
2.10 The following Article 17 – Participation, is added to the Credit Agreement:
“ 17 . 1 CCEL is entitled to permit CRAI to participa t e i n makin g Loans t o Borrowe r an d in such case (a ) CCEL shall act as agent for CRA I , (b) re f erence to the Lender in the Credit Agreemen t , as amende d , and in the Securi t ie s, shall refer to CCEL, acting as agent for and on behalf of itself an d CRA I , (c) CCE L will hold all present and future Securities as agent for and on behalf of itself and CRAI, (d) CCE L wil l disburs e Loan advances and collect Indebtedness for CCEL’s account and for the account of CRAI, as applicable, (e) CCEL may disclose any and all f i nancial and other information about Borrower to CRA I . The Borrower hereb y acknowledges and consents to the foregoin g . ”
2.11 The Development Schedule i s amended and replaced wit h that attached hereto as
Schedule “ A - 1”.
2.12 The Conversio n Options attached as Schedule “F” to the Credit A g reemen t are amended and replaced with those attached hereto as Schedule “ F - 1( a )”, and “ F - 1(b ) .
2.13 Article 9.1(p) of the Credit Agreement is amended and replaced with the following:
“Borrower shall maintain its operating account at BMO at 340 – 7 th Avenue SW, Calgary
AB T2P 0X4.
A R TICLE 3
A D DITION A L SECURITY
3.1 As additional partial and collateral Security fo r th e due repayment o f the Indebtedness b y the Borrower to t he Lender, the Borrowe r agrees to execute and deliver or otherwise cause to be provide d to the Lender, the following additiona l documents, al l i n f o r m satisfactory to the Lender:
(a) Amended V oting and L oc k - Up A greements wit h shareholders o f Borrower;
(b) Conversi on Options from Borrower, permitting Lende r t o conver t deb t t o equit y in the for m s attached as Schedule “F - 1 ” hereto;
(c) Amendment to Mortgag e o f Leasehold Interest increasing principal amount secured to not less than $24,000,000.00;
(d) Amendment t o Leasehold Acknowledgement Agreemen t amon g the Lender, the
Borrower and 1685258 Alberta Ltd; and
(e) Such additional securities, amendments t o existing Securities , and an y other documents (including, without limitation, direction to pay , resolutions, certificates, opini ons and other supporting documents from Borrower, shareholders or other s ) as the Lender or BM O Bank o f M ontreal may require or dee m necessar y or advisabl e i n connection with t h i s Amendment, the Credit A g reement an d any present or future Security.
A R TICLE 4
A D V A NCES
4.1 In addition to and not i n substitution f o r an y similar or like requirement containe d i n the Credit Agreement, and n otwithstanding anything set out herein or elsewhere to the contrary, t he Lender shal l not i n an y circumstances be bound t o make an y advance s whatsoever pursuant to an y Loan i n any amounts or to advanc e an y amount stated as secured pursuant to an y o f the Securities until it has satisfied itself as to the following:
(a) The Lende r has entere d into a f orbearance a greement wit h Borrower o n terms the Lender in its sole discretion deems satisfactory, by September 30, 2013;
(b) T he Lender has receive d such documents a s it i n its sole discretion deems satisfactory, confirmin g that 1369454 Albert a Ltd. has dismissed Court of Queen’s Bench Actio n No. 1201 - 02650 against Borrowe r and has released Borrower from those matters alleged in such court action, b y Augus t 31 , 201 3;
(c) T he Lende r , or it s affiliate, ha s receive d from BM O a signed term sheet , credit agreement amendment and related securit y documents, providin g fo r not less than $11,000,000.00 o f additional financing from BM O , al l on suc h term s as the Lender i n its sole discretion deems satisfactor y , b y December 1 , 2013 ;
(d) The Lende r has receive d a cop y o f Borrower’ s audited financial statements prepared b y BDO Canad a LL P fo r the perio d endin g Januar y 31, 2013, together with profit an d loss statement, cash budge t and capital expenditures forecast for the current fiscal year , al l i n a for m the Lende r i n it s sole discretion deems satisfactory, b y September 30, 201 3 ;
(e) The Lender has receive d a copy o f an amendment to the l ease c ondition agreement made October 1, 2012 betwee n 1685258 Alberta Ltd and Borrower extending the date i n 2.1(c) thereof from Augus t 15, 2013 to February 28, 2014, al l i n a f o r m the Lender i n its sole discretion deems satisfactory, b y September
30, 2013;
( f ) The Lende r has receive d a cop y o f an amendmen t to the Purchas e Agreement , extending the date fo r Construction, as de f ine d therein, to Septembe r 30, 2014, and otherwise all in a form the Lender in its sole discretion deems satisfactory, by September 30, 2013;
(g) The Lender has receive d a copy o f an amendment to t he Ground Lease, al l in a form the Lender in its sole discretion deems satisfactory, by September 30, 2013;
(h) The Lender ha s receive d a cop y o f a l oan agreement betwee n Lyn n Chouinard, as lender, and Borrowe r , al l i n a for m the Lende r i n its sole discretion deems satisfactor y , whereb y Lynn Chouinard agrees to advanc e $ 335,470.55 to the Borrowe r , by October 1, 2013;
(i) The Lende r has receive d a cop y o f a l oan agreement betwee n Gran Sabana Investments Ltd. , as lender, and Borrower, al l i n a f o r m the Lende r i n its sole discretio n deems satisfactor y , w hereb y Gran Sabana Investments Ltd. agrees to advanc e $ 35,470.55 to the Borrower, b y November 1, 2013;
(j) The Lender has receive d such documents a s it i n its sole discretion deems satisfactory, confirmin g th e directors and , t o th e extent necessary , the shareholders o f Borrowe r hav e approved o f t hi s Amendment and al l matters contemplated herein i n accordance wit h th e Unanimous Shareholde r s Agreement and as otherwis e required at law, by November 7 , 2013;
(k) The Lender has receive d such documents a s it i n its sole discretion deems satisfactory, confirming the securit y interest registered agains t Borrowe r as #
08121812442, presently i n favor o f HSB C Bank Canad a, has been discharged, b y September 30 , 2013 or such later date d a s th e Lende r and the Borrower agree upo n ;
(l) The Lender has receive d such documents a s it i n its sole discretion deems satisfactory, confirming th e removal and discharge o f instrument #7040A M from the fe e simple title to the Lands, by September 30, 2013 or such later dated as the Lender and the Borrower agree upon;
(m) The Lender has receive d, other than i n respect o f t he CR A Disput e, such documents as it i n its sole discretion deems satisfactory, confirming al l amounts owe d to applicable taxing authorities hav e been pai d up to date or confirming all collection, garnishment and en f orcement actio n against Borrowe r has ceased,
hav e agreed to allo w Borrower to dela y payment o f al l amounts owe d, have released and otherwis e permitted Borrowe r to fu l l y utilize its bank accounts, and hav e entered into structured payment plans wit h Borrower to permit payments of outstanding amount s ove r time, b y August 3 1 , 2013 ; provide d that i n respect of the CRA Dispute, this condition precedent to advances shall be that:
(i) by that date which is five business days after the first advance of Loan A w h ich occurs after September 30, 2013, the Borrower has duly and punctually paid all amounts owing to Canada Revenue Agency (including any amounts owing in respect of the CRA Dispute);
(ii) by that date which is fi v e business days after BMO and the Lender have each signed a definitive term sheet as to the terms of the BMO loan referred to in section 5.11(a) hereo f , the Borrower has duly and punctually pai d all amounts owing to provincial taxation authorities (includ i ng any amounts owing in respect of the CRA Dispute ) ; and
(iii ) by each such deadline in (i) and (ii) above agrees to provide evidence to the Lender, satisfactory to the Lender in its sole discretion, that such amounts have been paid and that the CRA Dispute has thereby been fully and finally resolved.
“CRA Dispute” means the Borrower’s dispute with Canada Revenue Agency and provincial taxation authorities in respect of the Borrower ’ s taxation years ended January 31, 2009 to January 31, 2013 inclusive.
(n) The Lende r has entere d into amend in g agreemen t s, on terms the Lende r i n its sole discretion deems satisfactory, wit h each shareholder o f t he Borrowe r that previousl y entered into a voting and loc k - u p agreement wit h the Lende r , or such lesser number o f s harehol ders as the Lender i n it s sole discretion ma y agree t o, confirming suc h shareholders agree to jointl y pay Borrowe r ( f rom an y and all proceeds suc h shareholder s ma y no w or i n future becom e entitle d t o fr o m Borrower) al l sums pai d or pa yabl e b y Borrowe r i n connection wit h (i) 1369454
Alberta Ltd.’s Court o f Q ueen’s Bench Action No . 1201 - 02650 against Borrower, (ii) al l amounts presentl y past due and o w ed by Borrower to applicable taxing authoritie s , together wit h related interest, penaltie s and costs, and (iii) all amounts presentl y owe d b y Borrower to its shareholders (other than amounts owe d b y Borrower to Lynn Chouinard and Gran Sabana Investments Ltd. contemplated i n the loan agreements referred to herein ) , by September 30, 2013;
(o) Four nominee s o f the Lende r shal l hav e been dul y elected to an d be on the
Borrower’s board of directors;
(p) Such other documents, securities, assurances, certificates, consents, statutory declarations, b y - laws , opinions, and resolution s as the Lende r i n it s discretion requires of any person, firm or corporation have been delivered to the Lende r .
(q) Assurances i n a form satisfactory to the Lende r' s solicitors, actin g reasonably, hav e been provide d by Borrower to confirm tha t al l necessary corporate action has been taken b y the Borrowe r i n respect o f thi s Amendment to ensur e that t he Credit Agreemen t , as amende d hereby , and al l o f t he Securities r e quire d to be
delivered t hereunder an d hereunder are vali d and bin ding obligations o f the
Borrowe r ;
(r ) The Lender has, in its sole discretion, otherwise deemed all conditions precedent to advance have been satisfied;
(s) The Lender has receive d such documents a s i t i n its sole discretion deems satisfactory, confirmin g Borrower has satisfied al l obligations unde r and is otherwise in compliance with this Amendmen t ;
(t ) The Lender has received legal opinions from the solicitors for Borrower, in a form and substance satisfactory to th e Lender, wit h respect to the capacity an d power o f t he Borrowe r to ente r int o this Amendment , to execute the Securities , and other documentation required b y the Lender, to per f orm it s obligations hereunder and under the Securitie s and t o such othe r matters as the Lender o r its counsel may requir e .
A R TICLE 5
W A RR A NTIES AN D REPRESENT A TIONS
5.1 Borrower hereby warrants and represents in favour of the Lende r that:
(a) Neither the execution nor the deliver y o f this Amendmen t , no r the execution or deliver y o f an y o f the Securities, does o r wil l violate or constitute a de f aul t under an y agreement, declaration , trust deed , debenture, mortgage, indenture , bond, instrument, agreement, charter, bylaw , provision, statute, judgment, regulatio n or order o f l a w to whic h Borrower i s bound or b y whic h any o f its assets ar e bound or affected.
(b) The Amendmen t and th e Securities, insofar as the y pertain to Borrower, constitute legal, vali d and binding obligations o f Borrower, en f orceabl e against it i n accordance wit h their resp ectiv e terms (except a s suc h en f orcement ma y be the subject o f a n y applicabl e bankruptc y , insolvenc y or similar law s generally affecting the enforcement of creditors’ rights and the discretion exercisable by the courts in granting equitable remedies, such as specific performance).
(c) The Amendment and th e Securities do not violate any o f the provision s of Borrower's constating document s or , to the bes t o f B orrower's know l edge, any contracts, agreements, trust agreements , laws , regulations, orders, injunctions, judgements or decrees to which Borrower is subject.
(d) Borrower has not relied , nor shal l it i n the future rely, upon an y written o r verbal representations, warrantie s or agreements o f t he Lende r , its officers, agents, employee s or an y other person i n executing thi s Amendmen t , excep t such representations, warranties or agreements as are set out in this Amendmen t .
(e) Each o f t he warrantie s and representat i ons mad e i n the Cr edit A g reement , as amended hereby, ar e true and accurat e, except as ma y hav e been communicated in writing by Borrower to the Lende r prior to the date her eof.
(f) Borrower acknowledges that pursuant to its request, the Lender has made the f ollowing advance s under Loan A :
(i) $250,000.00 on October 25, 2012 to the escrow agent pursuan t t o th e escrow agreement made on or about September 25, 2012 between Borrower, the Lender and others, which funds have not yet been released to Borrowe r ;
(ii) $50,000.00 on July 2 3, 2013 to BDO Canada LLP for preparation of
Borrower’s 2013 financial statemen t ;
(iii ) $ 349,000, on account of fees, disbursements and tax, prior to November 28 , 2013 on account of the Lender’s legal costs in relation to the Credit Agreement and transactions contemplated thereby.
A R TICLE 6
A D DITION A L COVENANTS
6.1 W ithou t restricting the generality or enforceability o f an y o f the other covenants herein contained, the Borrowe r agrees tha t i t will cause to promptly remove the six barns presently located on the Lands a t its risk and cos t , fo r a total cost no t to excee d $50,000.0 0 , so that the RE C Project, an d i n particular, th e construction o f storm water drainag e an d racetrack ar e not being interfered with.
A R TICLE 7
GENER A L
7.1 This Amendmen t shal l be read and construed alon g wit h and fo r al l purposes treated as part o f t he Credit A g reement and fo r such purposes and so f a r as ma y be necessary to effectuate the intent of these presents, the Credit Agreement shal l be regarded as be in g hereby amended. W i t h the exceptio n o f t he modifications to the Credi t A g reemen t contained i n this Amendment, i n al l other respects the provision s o f th e Credi t A g reemen t shal l continue to apply and are i n full forc e an d effect and continu e to remain v a li d and binding obligations on the part o f B orrower. Borrowe r covenants and agrees that it wil l promptly observe, perform, and fu l fill an y and al l covenants, provisos and conditions contained i n the Credit Agreement, as amended hereby, as fully and effectu all y and to al l intents and purposes a s i f th e sam e wer e incorporated herein.
7.2 This Amendmen t shal l no t create an y merger or novatio n or alter o r prejudic e the rights o f t he Lender contained i n the Credit Agreement, as amended hereby, as regards an y Secur i ty or otherwise, al l o f whic h rights are hereb y expressly reserved. The recitals and schedules attached hereto are included in and form an integral part of this Amendment.
7.3 The Borrower will be responsible fo r al l costs incurred b y the Lender in connection with this Amendment and al l ancillary matters. This Amendment ma y not be assigned b y the Borrower withou t the prio r written consent o f th e Lende r , whic h consent ma y be unreasonably withheld.
7.4 This Amendment , th e Securities and an y an d al l other documentation delivere d in conjunction herewit h or therewith shal l enure to the benefit o f t he Lende r , it s successors and assigns, and shall be binding upon the Borrower, and its successors and permitted assigns.
7.5 This Amendment may be executed in counterparts, each of which when so executed shal l be deeme d t o be an original and suc h counterparts shal l constitute on e and the same instrument and notwithstanding the dat e o f e xecutio n shal l be deemed to bear that date as f irst abov e written. A facsimile transcribed cop y o f t his Amendmen t signe d b y an y party in counterpart, shal l be deemed to be and shal l constitute a properl y executed, delivere d and binding document o f th e parties so signing, notwithstanding the actual dat e o f execution. Each o f t he parties f u rther agree promptl y to return an original, duly executed counterpart o f t his Amendment following th e deliver y o f the facsimile transcribed cop y thereof, as herei n provided for.
7.6 Each o f the parties acknowledge that i f a n y o f th e Securities contemplated hereb y have been executed and delivered by any party prior to execution of this Amendmen t , such Securities so executed and delivered shal l remain i n full f o rce and effect as collateral i n accordance with the terms hereo f .
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IN WITNESS WHEREOF the duly authorized agent or signatory of the Lende r has executed this Amendment to Credit Agreemen t , and th e Borrower has executed this Amendment to Credit Agreement attested by its proper officers i n that behalf, al l as o f the 29 th da y o f November , 201 3 , to b e effective as of the day and year first above mentioned.
CENTUR Y C A SINOS EUROPE GmbH (registered in A lberta under the assumed name, Century Casinos Europe LLC)
Per: /s/ Andreas Terler
UNITED HORSEMEN OF A LBERTA INC.
Per: /s/ Darcy Marler
SCHEDUL E " A - 1" DEVELOPMEN T SCHEDULE
The Borrower shall:
Obtain subdivisio n and consolidation approval, issuance o f c onsolidate d certificates of title, a n approved and no n - appealabl e development permit for th e RE C Project al l on terms satisfactory to each of the Borrower and the Lender by February 28, 201 4 ;
Obtain a full se t o f architectural drawing s and engineering drawing s f o r th e RE C Project sufficient to proceed with construction tendering by January 24, 201 4 ;
Obtain release from applicabl e governmental authorities o f al l building permits f o r the
REC Project by February 28, 2014;
I ssue a request for tende r s for the REC Project by January 31, 201 4 ;
Select successful tender for construction of the REC Project by Marc h 31 , 201 4;
Enter into construction contract wit h selected contractor, fo r constructio n o f the REC Project by April 30, 201 4 ;
Obtain Substantial Completio n (as that ter m i s de f ine d i n the Ground Lease ) o f the REC Project by December 30 , 2014, or suc h later dat e as the Borrowe r ma y elect to extend such date in compliance with the Ground Lease; and
Achiev e Full Operation o f th e RE C Project by December 30 , 2014, o r suc h later date as the Borrower may elect to extend such date in compliance with the Ground Leas e .
SCHEDUL E "F - 1 ( a ) " CONVERSION OPTION U P T O 51%
DATE:
TO: Century Casinos Europe LLC
RE: CREDIT AGREEMEN T BET W EE N UNITE D HORSEME N OF ALBERTA INC. (the “Borrower”) AN D CENTUR Y CASINOS EUROPE GmbH, registered i n Alberta as an extra - provincia l corporation pursuant to the Business Corporations Ac t (Alberta) under the assumed name, Century Casinos Europe LLC (the “Lender”) MAD E October 25t h ,
2012, as amended (the “Credit Agreement”)
IN CONSIDERATIO N o f th e su m o f ON E ($1.00 ) DOLLAR and other good and valuable consideration (the receipt and sufficienc y o f whic h the Borrowe r acknowledges having received), the Borrower hereby agrees as follows:
Unless otherwise defined herein, al l capitalized terms shal l hav e the meanings ascribed thereto in the Credit Agreement.
From time to time , commencing at an y time after that date which is ten (10) days after the first advance of any Loan which is made after September 30, 2013, t he Lender shal l hav e the continuous ongoing irrevocable right to exchange al l or an y part o f th e Indebtedness t o Converted E q uit y on the basis o f $ 119.4 4 o f I ndebtedness fo r on e Clas s “A” Common Shar e i n the capital stock of the Borrower.
This instrumen t shal l no t entitle the Lende r t o conver t more Indebtedness tha n wil l result i n the Lender holding after such conversion , i n the aggregate , FIFT Y ONE (51 % ) PERCEN T o f Borrower’s authorized and outstanding Clas s “A” Common shar e capital. All shares then held by the Lender in the capital of Borrower, including those shares contemplated by Section 16.1 of the Credit Agreement, shall be included in calculating such aggregate amount. An y remaining unconverte d Indebtedness s hal l remain a deb t due to the Lender and be payable in accordance with the Credit Agreement.
The Lende r ma y exercise its rights hereunder from time t o time b y deliver y o f written notice to the Borrowe r at the address referre d to i n th e Credit A g reemen t . T he conversion privilege referred to herein shall be separable and transferable by the Lender to any affiliate or subsidiary of the Lender or successor to the Lender.
UNITE D HORSEME N OF A L BERT A INC.
Per: /s/ Darcy Marler
SCHEDUL E "F - 1 ( b )" CONVERSION OPTION UP TO 7 5 %
DATE:
TO: Century Casinos Europe LLC
RE: CREDIT AGREEMEN T BET W EE N UNITE D HORSEME N OF ALBERTA INC. (the “Borrower”) AN D CENTUR Y CASINOS EUROPE GmbH, registered i n Alberta as an extra - provincia l corporation pursuant to the Business Corporations Ac t (Alberta) under the assumed name, Century Cas i nos Europe LLC (the “Lender”) made October 25t h ,
2012, as amended (the “Credit Agreement”)
IN CONSIDERATIO N o f th e su m o f ON E ($1.00 ) DOLLAR and other good and valuable consideration (the receipt and sufficienc y o f whic h the Borrowe r acknowledges having r eceived), the Borrower hereby agrees as follows:
Unless otherwise defined herein, al l capitalized terms shal l hav e the meanings ascribed thereto in the Credit Agreement.
From time to time , commencing at an y time after that date which is ten (10) days after the first advance of any Loan which is made after September 30, 2013, t he Lender shal l have the continuous ongoing irrevoc abl e right to exchange al l or an y part o f th e Indebtedness t o Converted E q uit y on the basis o f $ 119.4 4 o f I ndebtedness fo r on e Clas s “A” Common Shar e i n the capital stock of the Borrower.
This instrumen t shal l no t entitle the Lende r t o conver t more Indeb t ednes s tha n wil l result i n the Lender holding after such conversion, i n the aggregate, SEVENT Y FIVE ( 75 % ) PERCEN T o f the Borrower’s authorized and outstanding Class “A” Common share capital . All shares then held by the Lender in the capital of Borrower, including those shares contemplated by section 16.1 of the Credit Agreement, shall be included in calculating such aggregate amount. Any remaining unconverted Indebtedness shall remain a debt due to the Lender and be payable in accordance with the Credit Agreement.
The Lende r ma y exercise its rights hereunder from time t o time b y deliver y o f written notice to the Borrowe r at the address referre d to i n th e Credit A g reement. The conversion privilege referred to herein shall be separable and transferable by the Lender t o any affiliate or subsidiary of the Lender or successor to the Lender.
UNITE D HORSEME N OF A L BERT A INC.
Per: /s/ Darcy Marler
SCHEDULE "G" SUBSCRIPTION
TO : UNITE D HORSEME N O F ALBERT A INC. (th e "Corporation")
An d To : Th e Boar d o f Director s thereof
Th e undersigne d hereb y subscribe s fo r an d agree s t o tak e u p 5,75 5 Clas s "A " Commo n Share s of th e Corporatio n , and tenders a s consideratio n therefor, th e undersigned’ s obligation s i n respec t o f Loa n B a s se t forth i n sectio n 3. 1 o f th e C redi t A greemen t mad e effe c tiv e Octobe r 25 , 201 2 betwee n th e undersigned an d th e Corporation , a s amende d , and past service .
DATE D th e _ da y o f , .
Century Casinos Europe LLC Per: /s/ Andreas Terler
PRESS RELEASE
Century Casinos Provides Update on “ Century Downs Racetrack and Casino ” Project and the Date of the Sod Turning Ceremony in Calgary , Alberta, Canada
COLORADO SPRINGS, Colorado, December 3 , 201 3 – Century Casinos, Inc. (NASDAQ Capital Market® and Vienna Stock Exchange: CNT Y) announced today that , through a wholly owned subsidiary, it signed amended agreements with United Horsemen of Alberta Inc. ("UHA") as well as a c ommitment l etter with Bank of Montreal (“BMO”) in connection with the development of a race track and Racing E ntertainmen t C entr e (“REC”) in Balzac, north metropolitan area of Calgary, Alberta , Canada .
The project , which will be called “Century Downs Racetrack and Casino,” w i l l be the only horse race track in the Calgary area and w ill consist of a 5.5 furlongs (0.7 miles) race track and a REC , including a gaming floor offering 550 gaming machines , a bar, a lounge, restaurant facilities and an off-track betting area. This R EC license is the only license currently available in any metropolitan area of Alberta , as its application pre-dates the three-year moratorium on new Casinos and R ECs (which can be extended for an additional two years ) by the Alberta Gaming and Liquor Commission (“AGLC”) .
The Company completed its due diligence on the project . Litigation that was brought by a third party against UHA relating to prior business arrangements between that party and UHA has been settled, allowing the project to move forward. The updated budget for the construction and opening of the REC and racetrack is estimated at CAD 24 million ( USD 23 million based on the exchange rate in effect on November 30 , 2013 ) . T he Company agreed to lend up to CAD 24 million to UHA and intends to provide the loan to UHA with borrowings under an amended Credit Agreement with B MO ; BMO and the Company signed a commit ment letter in this respect.
For entering into the amended agreements with UHA the Company received a 15% ownership position as well as board control in UHA. In addition, t he Company has the right to convert CAD 11 million of the loan amount into a 60% ownership p osition in UHA. Thus, if the Company exercise s its conversion right, it would own 75% of UHA. Once the project is developed and operational and for as long as the Company has not exercised its conversion rights for a majority ownership position in UHA, the Company will receive 60% of UHA’s net profit before tax as a management fee , subject to certain provisions .
Both the credit and management agreements are subject to final approvals from the AGLC . AGLC has moved the licensing approval process to step 5, which give UHA and the Company the permission to build the REC and racetrac k under a number of conditions ; t he license itself will be issued shortly before the planned opening of the REC and racetrack , upon a final review by AGLC. All significant shareholders in UHA, including the Company, have already been found suitable by the AGLC. Horse Racing Alberta , the governing authority for horse racing in Alberta, has already approved the project and issued a license . The a p plications for final building permits are in process with Rocky View County . T here is no assurance that the needed approvals will be obtained or as to the timing of suc h approvals.
The proposed project is located less than one mile north of the city limits of Calgary and 4.5 miles from the Calgary International Airport. The location is ideally positioned exiting off the Queen Elizabeth II Highway, which is the main corridor between Calgary and Edmonton and one of the most heavily used highways in Western Canada , next to the CrossIron Mills shopping mall, a major regional attraction, and would capture both the north and the northwest Calgary market s , which do not currently have a casino.
The Company plans to hold a sod turning ceremony on December 4, 2013 in Calgary. The Company anticipates that the REC and racetrack w i l l be completed by the end of 2014 .
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About Century Casinos, Inc.:
Century Casinos, Inc. is an international casino entertainment company that owns and operates Century Casino & Hotels in Cripple Creek and Central City, Colorado, and in Edmonton, Alberta, Canada and the Century Casino in Calgary, Alberta, Canada. The Company also operates casinos aboard twelve luxury cruise vessels (Regatta, Nautica, Marina, Riviera, Mein Schiff 1, Mein Schiff 2, Wind Surf, Wind Star, Wind Spirit, Seven Seas Voyager, Seven Seas Mariner and Seven Seas Navigator). Through its Austrian subsidiary, Century Casinos Europe GmbH, the Company holds a 66.6% ownership interest in Casinos Poland Ltd, the owner and operator of nine casinos in Poland. The Company also manages the operations of the casino at the Radisson Aruba Resort, Casino & Spa in Aruba, Caribbean. Century Casinos, Inc. continues to pursue other international projects in various stages of development.
For more information about Century Casinos, visit our website at www.centurycasinos.com. Century Casinos’ common stock trades on The NASDAQ Capital Market® and the Vienna Stock Exchange under the symbol CNTY.
This release may contain “forward-looking statements” within the meaning of Section 27A of the Security Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of the management of Century Casinos based on information currently available to management. Such forward-looking statements include, but are not limited to, statements regarding the REC project and financing, timing and prospectus for the project , future results of operations, operating efficiencies, synergies and operational performance, and plans for our casinos and our Company. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2012. Century Casinos disclaims any obligation to revise or update any forward-looking statement that may be made from time to time by it or on its behalf.
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