September 23, 2005
Colorado Springs, CO 80906
Attn: Larry Hannappel, Sr. V.P.
This will supplement the Confidential
Commitment Letter issued by Wells Fargo Bank and accepted by CC
Tollgate Casino, LLC on July 14, 2005 (the "Commitment Letter"). In
the Commitment Letter Wells Fargo committed to endeavor to form a
syndicate of institutional lenders and accredited investors to
provide the Revolving Facility and C/T Facility. We are pleased to
inform you that we have been successful in forming the syndicate of
institutional lenders and have procured commitments from such other
lenders to fully syndicate both the Revolving Facility in the
amount of $2,500,000.00 and the C/T Facility in the amount of
$32,500,000.00 for total commitments in the amount of
$35,000,000.00. We are now ready to proceed with loan closing
subject to finalization of documentation and satisfaction of each
of the other conditions precedent for closing as set forth in the
Commitment Letter and the Term Sheet attached thereto and your
additional agreement to provide a completion guaranty.
In consideration of our successful efforts of
fully syndicating the Revolving Facility and the C/T Facility, you
agree that the Facility Fee shall be due Wells Fargo regardless of
whether or not the financing is closed, unless the reason that the
financing fails to close is caused by Wells Fargo or by one or more
of the lenders.
Please evidence your acknowledgement and
agreement of the foregoing by executing this letter where indicated
below.
ACKNOWLEDGED AND AGREED TO.
By: CENTURY CASINOS
TOLLGATE, INC.,
Chief Executive Officer and
Colorado
Springs, CO 80906
Attention:
Larry Hannappel, Senior Vice President
Financing. CC Tollgate Casino, LLC, a Colorado limited
liability company ("you", "Company" or "Borrower) has advised Wells
Fargo Bank, National Association ("we", "us" or "WFB") that the
Company would like to have up to $35,000,000.00 available to (i)
fund the construction of a to-be-built casino, hotel and parking
structure, including interest during construction,
(ii) finance the purchase of gaming equipment, (iii) to
finance pre-opening and transaction costs, (iv) fund ongoing
working capital needs of the casino, and (v) refinance certain
existing indebtedness; all as set forth by the term sheet. The
financing we propose ("Financing") is described in the Summary of
Terms and Conditions attached as Exhibit A ("Term Sheet"), and
consists of (a) a Senior Secured Construction/Term Facility
("C/T Facility") in the principal amount of $32,500,000.00, and
(b) a Senior Secured Revolving Facility ("Revolving Facility")
in the maximum amount of $2,500,000.00.
Commitment. Subject to the terms and conditions of this
letter, we are pleased to commit up to $1,071,428.57 of the
Revolving Facility and to commit up to $13,928,571.43 of the C/T
Facility and to endeavor to form a syndicate of institutional
lenders and accredited investors acceptable to you and us to
provide the remainder of the Revolving Facility and the C/T
Facility plus, if we so decide, a portion of our commitment. Our
commitment will be reduced as and when commitments to provide a
portion of the Financing exceeding such remainder are received from
such lenders.
We will act as
exclusive arranger and sole book runner for the Financing, and also
as administrative agent for the syndicate of lenders. You agree
that no additional agents, co-agents or arrangers will be
appointed, no other titles will be awarded and no compensation
(other than as set forth in this letter and the Term Sheet) will be
paid in connection with the Financing, unless you and we agree in
writing.
Conditions to Commitment.
Our commitment is conditioned on (a)
no material adverse change occurring in the business, assets,
financial condition, performance or prospects of the Company or any
of its material subsidiaries, or in the ability of the Company to
operate in accordance with the financial projections and to comply
with the financial covenants in the Term Sheet, in each case since
the date of the latest financial statements provided to us, (b) our
being satisfied with the results of our continuing due diligence
review of the Company and discovering no information in the course
of our due diligence or otherwise that we believe has a materially
negative impact on any of the items in (a) above, (c) the
information provided by the Company as described above being
correct and complete in all material respects, (d) the conditions
to be set forth in the loan documents being satisfied, (e) no
material adverse change or disruption occurring in the bank loan
syndication or capital markets, (f) no litigation or other action
being pending or threatened seeking an injunction, damages or other
relief relating to the Financing, (g) no material adverse change
occurring in governmental regulation or policy that adversely
affects you or us, (h) the Company's obtaining the proceeds of the
Subordinated Loan, as provided in the Term Sheet, with net cash
proceeds of at least $4,320,000.00 on terms and conditions
satisfactory to us, and (i) successful syndication of the C/T
Facility and Revolving Facility, as contemplated hereby. We note
that the commitments of prospective lenders will be conditioned on
their satisfaction with their own due diligence reviews.
Our commitment
is also conditioned on the negotiation, execution and delivery of
loan documents acceptable to you, us, the other lenders and
respective counsel, not later than September 30, 2005. The Term
Sheet does not include all of the conditions, business and
financial covenants, representations, warranties, defaults,
definitions and other terms to be contained in the loan documents,
some of which must still be developed and agreed upon. We reserve
the right to propose additional terms.
Syndication . We intend to commence syndication efforts
promptly after you sign this letter. You agree to cooperate with us
in good faith toward the execution and delivery of the loan
documents ("Closing") and to take all actions we reasonably request
of you to assist us in forming a syndicate of lenders and
completing a syndication satisfactory to us. These actions will
include (a) providing us with all information we consider
necessary, and in the form we request, including information and
projections relating to the Financing and its uses, (b) assisting
us in preparing an information memorandum for use in connection
with the syndication, and verifying the information contained
therein, and (c) making senior officers and representatives of the
Company available during the syndication to make presentations
concerning the business and prospects of the Company at one or more
meetings and conference calls we may arrange with prospective
lenders. You also agree to refrain from any activity in the bank
loan syndication market and the private placement market from the
date you sign this letter until the Closing occurs and the
syndication has been successfully completed.
You represent
and warrant (in the case of industry information, to the best of
your knowledge) that (a) all information (other than financial
projections) that you or your representatives have provided or will
provide to us or any prospective lender is, or when provided will
be, complete and correct in all material respects and does not, or
when provided will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements contained therein not materially misleading in light
of the circumstances under which they are made, and (b) all
financial projections that have been or will be so provided have
been or will be prepared in good faith based on reasonable
assumptions (it being understood that assumptions as to future
results are inherently subject to uncertainty and contingencies,
many of which are beyond your control, and that no assurance can be
given that any particular projections will be realized). You agree
to supplement such information and projections from time to time
before the Closing and during the syndication so that these
representations and warranties remain complete and correct. We will
use the information and projections without independent
verification in syndicating the Financing.
Indemnification and Expenses.
You agree to indemnify and hold
harmless us, the prospective lenders and our and their respective
directors, officers, employees, agents, attorneys and affiliates
(each, an "indemnified person") from and against all losses,
claims, damages, liabilities and expenses which may be incurred by
or asserted against an indemnified person in connection with or
arising out of this letter, the Financing, the use of the proceeds
thereof, or any related transaction, regardless of whether the
indemnified person is a party thereto, and to reimburse each
indemnified person on demand for all reasonable legal and other
expenses incurred in connection with investigating or defending any
of the foregoing, provided that this indemnity will not, as to any
indemnified person, apply to losses, claims, damages, liabilities
or expenses arising from the willful misconduct or gross negligence
of such indemnified person or any breach by such indemnified person
of its obligations under this letter. No party hereto will be
liable to any other party hereto for indirect or consequential
damages relating to any such matters. You also agree to pay all of
our reasonable expenses (including fees and expenses of our outside
counsel, consultants and other experts) incurred in connection with
preparing, negotiating and enforcing this letter and the loan
documents, conducting the due diligence reviews, syndicating the
Financing (including the use of IntraLinks) and related matters. In
this regard upon acceptance of this Commitment, you agree to
deposit $50,000.00 into the trust account of our attorneys,
Henderson & Morgan, LLC ("H&M") to be used to pay the
attorneys fees and expenses of H&M incurred in connection with
the negotiation of the Financing and preparation of Loan Documents
on behalf of WFB. You and we agree that in the event this
commitment terminates for any reason (other than due to the gross
negligence or intentional misconduct of an indemnified person, in
which case the deposit shall be returned to you) that the attorneys
fees and costs shall be paid from such deposit and the excess shall
be returned to you.
General. Your obligations under Indemnification and
Expenses above will survive the Closing or the expiration or
termination of our commitments in this letter. Your representations
and warranties under Syndication above will be superseded at the
Closing by the representations and warranties in the loan
documents.
This letter is
supplemented by a separate confidential fee letter dated the date
hereof from us to you (the "Fee Letter"). This letter, the Term
Sheet and the Fee Letter constitute the entire understanding of the
parties hereto with respect to the subject matter hereof and
supersede all prior and current understandings and agreements,
whether written or oral, including, without limitation, the
Commitment Letters and attached Term Sheets previously forwarded to
you dated July 7, 2005 and July 12, 2005, respectively. Any
changes to this letter, the Term Sheet or the Fee Letter must be
agreed in writing by the parties hereto. This letter and the Fee
Letter may be executed in any number of counterparts (and delivery
of an executed counterpart by telecopier will be effective as
delivery of a manually executed counterpart), which together will
constitute one agreement, and will be governed by and construed in
accordance with the internal laws of the State of Nevada. The
parties hereto hereby waive any right to trial by jury with respect
to any claim, action, suit or proceeding ari
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