NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Ninth Amendment") is made and entered into as of the 21 ^st day July, 2008, by and among WMCK VENTURE CORP., a Delaware corporation, CENTURY CASINOS CRIPPLE CREEK, INC., a Colorado corporation and WMCK ACQUISITION CORP., a Delaware corporation (collectively the "Borrowers"), CENTURY CASINOS, INC., a Delaware corporation (the "Guarantor") and WELLS FARGO BANK, National Association, as Lender and L/C Issuer and as the administrative and collateral agent for the Lenders and L/C Issuer (herein in such capacity called the "Agent Bank" and, together with the Lenders and L/C Issuer, collectively referred to as the "Banks").

WHEREAS:

A.           Borrowers, Guarantor and Banks entered into an Amended and Restated Credit Agreement dated as of April 21, 2000, as amended by First Amendment to Amended and Restated Credit Agreement dated as of August 22, 2001, by Second Amendment to Amended and Restated Credit Agreement dated as of August 28, 2002, by Third Amendment to Amended and Restated Credit Agreement dated as of October 27, 2004, by Fourth Amendment to Amended and Restated Credit Agreement dated as of September 23, 2005, by Fifth Amendment to Amended and Restated Credit dated as of December 6, 2005, by Sixth Amendment to Amended and Restated Credit Agreement dated as of October 31, 2006, by Seventh Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, and by Eighth Amendment to Amended and Restated Credit Agreement dated as of April 11, 2008 (collectively, the "Existing Credit Agreement").

B.           For the purpose of this Ninth Amendment, all capitalized words and terms not otherwise defined herein shall have the respective meanings and be construed herein as provided in Section 1.01 of the Existing Credit Agreement and any reference to a provision of the Existing Credit Agreement shall be deemed to incorporate that provision as a part hereof, in the same manner and with the same effect as if the same were fully set forth herein.

C.           Borrowers and Guarantor desire to further amend the Existing Credit Agreement for the following purposes:

(i)           decreasing the Aggregate Commitment and Maximum Permitted Balance from its present level of Ten Million Dollars ($10,000,000.00) to Five Million Dollars ($5,000,000.00);

(ii)           amending the definition of EBITDA;

(iii)           deleting the Interest Expense Coverage Ratio requirement effective as of the Fiscal Quarter ended June 30, 2008 (Section 6.02);

(iv)           restating Subsection 6.05(d) for the purpose of removing the aggregate limitation of Five Hundred Thousand Dollars ($500,000.00) of Indebtedness owing by Borrowers to Guarantor or any Subsidiary or Affiliate of Guarantor; and

(v)           restating the Restriction on Distributions Covenant (Section 6.10) for the purpose of providing that on and after the Ninth Amendment Effective Date no further Distributions or Management Fees may be made in Cash or otherwise actually paid.

D.           Lender is willing to amend the Existing Credit Agreement for the purposes described hereinabove, subject to the terms and conditions which are hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do agree to the amendments and modifications to the Existing Credit Agreement in each instance effective as of the Ninth Amendment Effective Date, as specifically hereinafter provided as follows:

1.            Definitions .  Section 1.01 of the Existing Credit Agreement entitled "Definitions" shall be and is hereby amended to include the following definitions.  Those terms which are currently defined by Section 1.01 of the Existing Credit Agreement and which are also defined below shall be superseded and restated by the applicable definition set forth below:

"Aggregate Commitment" shall mean, as of the Ninth Amendment Effective Date, reference to the aggregate amount committed by Lender for advance to or on behalf of the Borrower as Borrowings under the Credit Facility up to the maximum principal amount of Five Million Dollars ($5,000,000.00), as may be reduced from time to time by (i) Voluntary Permanent Reductions and/or (ii) Mandatory Commitment Reductions.

"Aggregate Commitment Reduction Schedule" shall mean the Aggregate Commitment Reduction Schedule marked "Schedule 2.01(c)", affixed to the Ninth Amendment and by this reference incorporated herein and made a part hereof, which revised Schedule 2.01(c) shall fully supersede and restate Schedule 2.01(c) attached to the Existing Credit Agreement.

"Credit Agreement" shall mean the Existing Credit Agreement as amended by the Ninth Amendment, together with all Schedules, Exhibits and other attachments thereto, as it may be further amended, modified, extended, renewed or restated from time to time.

"EBITDA" shall mean with reference to any Person, for any Fiscal Period under review, the sum of (i) Net Income for that period, plus (ii) Interest Expense (expensed and capitalized) for that period, plus (iii) the aggregate amount of federal and state taxes on or measured by income for that period (whether or not payable during that period), plus (iv) depreciation, amortization and all other non-cash expenses for that period, plus (v) unpaid accrued Management Fees, in each case determined in accordance with GAAP, less (vi) all cash and non-cash income (including, but not limited to, interest income), transfers, loans and advances from CCI or any of its Subsidiaries that are not members of the Borrower Consolidation, less (vii) all other non-cash income from any source not specified in (vi) above, and, in the case of items (ii), (iii), (iv) and (v), only to the extent deducted in the determination of Net Income for that period and in the case of items (vi) and (vii) only to the extent included in the determination of Net Income for that period.

"Existing Credit Agreement" shall have the meaning set forth in Recital Paragraph A of the Ninth Amendment.

"Maximum Scheduled Balance" shall mean the maximum amount of scheduled principal which may be outstanding on the Credit Facility from time to time in the amount of Five Million Dollars ($5,000,000.00) as of the Ninth Amendment Effective Date.

"Ninth Amendment" shall mean the Ninth Amendment to Amended and Restated Credit Agreement.

2.            Commitment Decrease .  From and after the Ninth Amendment Effective Date, the Aggregate Commitment shall be and is hereby reduced to Five Million Dollars ($5,000,000.00).

3.            Restated Definitions .  On and after the Ninth Amendment Effective Date:

a.           The definitions of "Aggregate Commitment", "Aggregate Commitment Reduction Schedule", and "EBITDA" shall be deemed fully amended and restated by the definitions set forth in the Ninth Amendment; and

b.           The definition of "Interest Expense Coverage Ratio" shall be and is hereby deleted in its entirety from the Credit Agreement, effective retroactively to the Fiscal Quarter ended June 30, 2008.

4.            Elimination of Interest Expense Coverage Ratio Covenant .  As of the Ninth Amendment Effective Date, Section 6.02 of the Existing Credit Agreement entitled "Interest Expense Coverage" shall be and is hereby deleted in its entirety, effective retroactively to the Fiscal Quarter ended June 30, 2008.

5.            Restatement of Subsection 6.05(d) of the Total Indebtedness Covenant .  As of the Ninth Amendment Effective Date, Section 6.05(d) of the Existing Credit Agreement shall be restated in its entirety as follows:

6.            Restatement of Covenant Restricting Distributions .  As of the Ninth Amendment Effective Date, Section 6.10 of the Existing Credit Agreement entitled "Restriction on Distributions" shall be restated in its entirety as follows:

a.           Due execution by Borrowers, Guarantor and Banks of three (3) duplicate originals of this Ninth Amendment;

b.           Corporate resolutions or other evidence of requisite authority of Borrowers and Guarantor, as applicable, to execute the Ninth Amendment;

c.           Reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Ninth Amendment, including, but not limited to, reasonable attorneys' fees of Henderson & Morgan, LLC and all other like expenses remaining unpaid as of the Ninth Amendment Effective Date; and

d.           Such other documents, instruments or conditions as may be reasonably required by Lenders.

8.            Representations of Borrowers .  Borrowers hereby represent to the Banks that:

a.           The representations and warranties contained in Article IV of the Existing Credit Agreement and contained in each of the other Loan Documents (other than representations and warranties which expressly speak only as of a different date, which shall be true and correct in all material respects as of such date) are true and correct on and as of the Ninth Amendment Effective Date in all material respects as though such representations and warranties had been made on and as of the Ninth Amendment Effective Date, except to the extent that such representations and warranties are not true and correct as a result of a change which is permitted by the Credit Agreement or by any other Loan Document or which has been otherwise consented to by Agent Bank;

b.           Since the date of the most recent financial statements referred to in Section 5.08 of the Existing Credit Agreement, no Material Adverse Change has occurred and no event or circumstance which could reasonably be expected to result in a Material Adverse Change or Material Adverse Effect has occurred;

c.           No event has occurred and is continuing which constitutes a Default or Event of Default under the terms of the Credit Agreement; and

d.           The execution, delivery and performance of this Ninth Amendment has been duly authorized by all necessary action of Borrowers and Guarantor and this Ninth Amendment constitutes a valid, binding and enforceable obligation of Borrowers and Guarantor.

9.            Consent to Ninth Amendment and Affirmation and Ratification of Guaranty .  Guarantor joins in the execution of this Ninth Amendment for the purpose of evidencing its consent to the terms, covenants, provisions and conditions herein contained and contained in the Existing Credit Agreement.  Guarantor further joins in the execution of this Ninth Amendment for the purpose of ratifying and affirming its obligations under the Continuing Guaranty for the guaranty of the full and prompt payment and performance of all Indebtedness and Obligations under the Credit Facility, as modified and amended under this Ninth Amendment.

10.            Incorporation by Reference .  This Ninth Amendment shall be and is hereby incorporated in and forms a part of the Existing Credit Agreement.

11.            Governing Law .  This Ninth Amendment to Credit Agreement shall be governed by the internal laws of the State of Nevada without reference to conflicts of laws principles.

12.            Counterparts .  This Ninth Amendment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

13.            Continuance of Terms and Provisions .  All of the terms and provisions of the Existing Credit Agreement shall remain unchanged except as specifically modified herein.

14.            Replacement Schedule Attached .  The following replacement Schedule is attached hereto and incorporated herein and made a part of the Credit Agreement as follows:

  Schedule 2.01(c) - Aggregate Commitment Reduction Schedule