CENTURY RESORTS ALBERTA, INC.

Century Resorts Alberta Inc. ( “CRA”) carrying on business and registered in the Province of Alberta.

LOAN AMOUNT:

Loan Facility 1: Non Revolving Demand Interim Construction Loan

PURPOSE OF LOAN:

Loan Facility 1: To provide interim construction financing for the development of the Celebrations Casino and Hotel at 13103 Fort Road, Edmonton Alberta (“Celebrations Casino”). The program can be summarized as follows:

Land Value

Soft Costs

Construction Costs

Casino FF&E

Bankroll, pre-op, W/C

$ 2,319,000.00

$ 3,778,585.00

$19,016,522.00

$ 2,855,018.00

 

$ 3,294,685.00

 

CRA Equity Requirement:

CWB loans:

Real Estate Construction/Term Loan

 

 

$11,263,810.00

 

 

 

$20,000,000.00

$31,263,810.00

Total Financing

$31,263,810.00

Loan Facility 2: To provide long term commercial mortgage financing to take out the interim construction loan upon completion of the Celebrations Casino.

Loan Facilities 3 & 4: To provide Letters of Credit to third parties as performance guarantees under servicing and development agreements entered into to develop the casino. The outstanding letters of credit are to be included in the outstanding loan amounts of loan 1 or loan 2 so that the outstanding aggregate loan amount at any time will not exceed $20,000,000.

INTEREST RATE:

Loan Facility 1: Interest to float at a rate of 1.25% per annum above the Bank’s Prime Lending Rate (“Prime”). As of the date of this Agreement, Prime is 4.25 %.

Loan Facility 2: The interest rate payable shall be a fixed annual rate at the Banks Commercial Prime Fixed Rates, calculated and compounded monthly, not in advance which, subject to availability for the term selected, shall be fixed for terms of 1 to 5 years at CRA’s option. The following loan rates are cased on the existing Prime Fixed Rates at the time of writing and are provided for reference purposes only and are subject to fluctuations up to and including the date of drawdown.

ADVANCES:

Loan facility 1: shall be advanced in monthly progress draws of no less than $50,000.00 subject to satisfaction of Conditions Precedent as set forth in Schedule “C” herein attached.

Loan facility 2: Shall be advanced on a lump sum basis following satisfaction of the take out financing conditions as set forth in Schedule “C” herein attached.

TERM AND LOAN MATURITY DATE:

Loan facility 1: The interim construction loan shall be for a term not to exceed 18 months however the loan shall be repaid from the proceeds of loan facility 2 within 60 days of completion as evidenced by expiry of the substantial completion certificate, the architect shall have certified the construction of the Celebrations Casinos as complete and the occupancy certificate and Casino License shall have been issued.

Loan facility 2: CRA shall select a term, upon advance of this loan facility, of one to five years, at CRAs preference.

With respect to loan facility 2, if CRA does not repay the Loan in full by the Loan Maturity Date then CRA shall be deemed to have elected to extend the term of the Loan to the earlier of one year, or the date payment is demanded following the occurrence of an event of default, at the Banks sole and absolute discretion. The Bank may provide this extension at its discretion in the event the Loan is not repaid by the original Loan Maturity Date and the loan is in compliance of all terms and conditions.

REPAYMENT AND AMORTIZATION:

Loan Facility 1: CRA shall make monthly payments of interest only due and payable on the first day of each month.

Loan Facility 2: An interest adjustment shall be payable for the period from the date of advance to the first day of the month following the date of advance and shall be deducted from the amount of the advance. Thereafter, so long as the loan is not in default, CRA shall make monthly blended payments of principal and interest each in an amount sufficient to amortize the loan, at the interest rate, over a ten (10) year period, payable the first day of each month.

PREPAYMENT:

Loan facilities 1. - This loan facility shall be open for prepayment without bonus or penalty.

Loan facility 2. - Upon fixing the rate of interest, no prepayment of principal shall be allowed except once during each calendar year CRA may elect to prepay up to 10% of the original principal amount without penalty or bonus.

CENTURY RESORTS ALBERTA INC. EQUITY:

SECURITY AND SUPPORTING DOCUMENTS:

INSURANCE:

Assignment of all risk (including earthquake, flood and collapse), fire and theft replacement cost insurance satisfactory to the Bank covering all machinery, equipment, fixtures and building which shall contain the Standard Mortgage Clause approved by the Insurance Bureau of Canada. The policy shall contain comprehensive general Public Liability coverage of not less than $10,000,000.00 and Satisfactory Business Interruption Insurance.

A copy of the Bank’s detailed insurance requirements is attached as Schedule “B-1” to this Agreement. The Bank's approved risk management firm shall review and approve all required insurance, including any changes made during the term of the loan, at the cost of CRA.

CONDITIONS PRECEDENT TO DRAWDOWN:

GENERAL CONDITIONS/EVENTS OF DEFAULT:

REPORTING REQUIREMENTS:

STANDARD LOAN TERMS & DEFINITIONS:

FEES:

CRA shall pay an non-refundable commitment fee of $50,000.00 along with the acceptance of this commitment letter. The commitment fee is consideration to the Bank for the issuing of this Agreement. On acceptance of this Agreement by the Borrower, the entire fee shall be deemed to have been fully earned and shall not be refundable.

Upon the first advance of Loan 1, an additional commitment fee of $150,000.00 shall be due, and payable. The fee shall be deemed to have been fully earned and shall not be refundable.

Letter of Credit fees - The Borrower shall pay a fee of 1% of the amount issued for issuance or annual renewals of any letters of credit.

Upon drawing down the long term commercial mortgage, the Borrower shall pay an annual review fee of $5,000.00 per year commencing on the first anniversary date of draw down of the long term commercial mortgage.

COSTS:

ASSIGNMENT BY CRA:

BANK’S COUNSEL:

MATERIAL CHANGE:

NON-MERGER:

Promissory Notes as required;

Demand Collateral First Mortgage Charge in the amount of $20,000,000.00 on real property described in Section 3 and owned by CRA. The mortgage document shall contain a “Due on Sale” clause, as well as a clause addressing the appointment of a Receiver Manager of the property in the event of default;

General Security Agreement providing a first security interest in all fixed assets, accounts receivable, inventory and all present and after acquired property

Assignment of Rents and Leases, registered on title;

Unconditional and Unlimited Environmental Agreement and Indemnity (Form 1164) executed by CRA.

A joint and several $20,000,000.00 corporate guarantee and postponement of claim from Century Casinos, Inc. and 746306 Alberta Ltd.

Specific assignment of the Alberta Gaming and Liquor Commissions Casino License (if available).

Hypothecation of the interest reserve account and the deposit account for the Pre-opening costs and working capital costs duly registered at the Alberta Personal Property Registration.

Undertaking by CRA and the Guarantors to fund all cost overruns as they occur;

An Assignment of Material Contracts including the general contractor and major subtrade contracts;

Assignment of all risk Casualty and Liability insurance as set out under “Insurance”, of the Agreement;

Letter of Credit Application and Agreements and Assignment of Bank Instruments registered at Personal Property Registry, as required.

Such of the following supporting documents as may be required by the Bank’s solicitors:

satisfactory Real Property Report/Surveyor’s Certificate with respect to the mortgaged property previously described in Section 2;

satisfactory Zoning or Building Memorandum, or Letter from applicable Zoning official (Compliance Certificate), from the applicable municipal authority;

Tax Certificate showing all property taxes and charges paid or a holdback sufficient to pay taxes when due;

standard form documents relating to authorization of the borrowing and operation of the loan account;

Statutory Declaration from CRA or the Officer or an officer of CRA as to residency, title, use of premises, actions or claims and such other matters as Canadian Western Bank’s counsel may advise;

Loan Agreement;

Opinion of counsel as to the events of default clauses included in this commitment letter adhere to United States of America’s laws, rules and regulations with respect to Century Casino’s, Inc.

opinion of CRA’s counsel on the security and supporting documents and title to the Property.

such additional security instruments, assurances and supporting documents (including legal opinion of CRA’s solicitor) as the Bank may deem necessary or advisable for the purpose of obtaining and perfecting the foregoing security.

All policies must show CRA as a named insured.

All policies covering physical loss or damage (that is, property, builders risk and boiler and machinery insurance) must be on a full replacement cost basis and:

provide coverage for all risks of physical loss or damage, including earthquake, flood, sewer back-up and collapse;

include insurance on the foundation and all parts below ground level;

provide in case of destruction:

that reconstruction will not be limited to “on the same or an adjacent site”;

coverage for increased costs of reconstruction through by-law and code changes and demolition and debris removal for damaged and undamaged property and resultant loss of income;

either contain a stated amount co-insurance clause or not be subject to co-insurance.

The Bank is to be shown both as mortgagee and loss payee under all policies covering physical loss or damage. Loss is to be payable using this wording:

The property must be insured on an all builders risk a form providing coverage at least equivalent to the following:

coverage for 100% of total hard construction costs;

coverage for an amount in respect of soft costs that is acceptable to the Bank but which is in any event not less than 25% of total soft costs;

delayed income for a limit representing 100% of the anticipated annual revenue from the property (assuming full occupancy);

permission for partial or full occupancy.

Contractor’s Liability Insurance for bodily injury and/or death and damage to property of others in an amount acceptable to the Bank but in any case not less than $5,000,000 for any one occurrence shall be in place and shall cover construction operations at the project site. CRA and Bank are to be shown as Additional Insured.

Wrap-up Liability is required for projects with a construction cost greater than $10,000,000. The insurance shall have a limit of not less than $10,000,000 and shall cover CRA, all contractors, sub-contractors and suppliers.

Evidence of Professional Liability Insurance maintained by the Project architects and engineers is required.

Performance and Labour and Material Payment Bonds are required in an amount not less than 50% of the total contract price. The Bank is to be shown as a Dual Obligee.

These Insurance Requirements outline only the protection required for the Bank’s interests. CRA’s interests will be different than the Bank’s and CRA must obtain its own advice as to appropriate coverages and details.

The forms, insurers, coverages, amounts, exclusions and deductibles are always subject to the Bank’s descretion, having regard to the nature, location, value and risks of the Project. Without restricting that discretion, the Bank may require coverages not specifically mentioned or required, such as but not limited to, terrorism and pollution insurance.

Original policies and signatures on behalf of the insurer are required. The insurer(s), policy number(s) and policy term(s) must be shown on all insurance documentation. If actual policies are not available for the initial loan advance signed Binders or Certificates of Insurance will be accepted, provided the form and contents are satisfactory. NB: CS10-form, Acord Form 25 or their equivalents are not acceptable.

All policies must show CRA as a named insured.

All policies covering physical loss or damage (that is, property, builders risk and boiler and machinery insurance) must be on a full replacement cost basis and:

provide coverage for all risks of physical loss or damage, including earthquake, flood, sewer back-up and collapse;

include insurance on the foundation and all parts below ground level;

provide in case of destruction:

that reconstruction will not be limited to “on the same or an adjacent site”;

coverage for increased costs of reconstruction through by-law and code changes and demolition and debris removal for damaged and undamaged property and resultant loss of income;

either contain a stated amount co-insurance clause or not be subject to co-insurance.

The Bank is to be shown both as mortgagee and loss payee under all policies covering physical loss or damage. Loss is to be payable using this wording:

The insurer may reserve the right to cancel the policy as permitted by statute but must agree that it will not terminate, make any adverse material change or otherwise alter the policy to the Bank’s prejudice except by registered letter giving 30 days notification to the Bank.

The legal description of the property insured must be specified. Municipal address alone is not acceptable.

Commercial General Liability Insurance for bodily injury and/or death and damage to property of others in an amount acceptable to the Bank but in any case not less than $5,000,000 for any one occurrence shall be in place for all loans. The Bank is to be shown as an Additional Insured under all Liability Insurance policies. At the option of the Bank, the policy shall include limited pollution liability (IBC 2313 or equivalent wording) to cover sudden and accidental pollutants and smoke from a hostile fire.

The property must be insured on an all risk builders risk a form providing coverage at least equivalent to the following:

coverage for 100% of total hard construction costs;

coverage for an amount in respect of soft costs that is acceptable to the Bank but which is in any event not less than 25% of total soft costs;

delayed income for a limit representing 100% of the anticipated annual revenue from the property (assuming full occupancy);

permission for partial or full occupancy.

Contractor’s Liability Insurance for bodily injury and/or death and damage to property of others in an amount acceptable to the Bank but in any case not less than $2,000,000 for any one occurrence shall be in place and shall cover construction operations at the project site. CRA(s) and Bank are to be shown as Additional Insureds.

Wrap-up Liability is required for projects with a construction cost greater than $10,000,000. The insurance shall have a limit of not less than $10,000,000 and shall cover CRA, all contractors, sub-contractors and suppliers.

Evidence of Professional Liability Insurance maintained by the Project architects and engineers is required.

Performance and Labour and Material Payment Bonds are required in an amount not less than 50% of the total contract price. The Bank is to be shown as a Dual Obligee.

All Risk coverage equivalent to the IAO Commercial Building Form (CBF).

Broad form boiler insurance for explosion, electrical and mechanical breakdown covering pressure vessels, air-conditioning equipment, miscellaneous electrical apparatus (and production machinery where applicable) and providing comprehensive coverage for repair and replacement and use and occupancy. A joint loss agreement must be provided if the insurer is different than the all risks insurer.

Rental insurance coverage sufficient to cover 100% of the projected gross annual rents and, if on a net basis, the equivalent gross rentals, for a minimum period of one year.

The Bank shall be satisfied with the business assets and financial condition of CRA and all security documentation and supporting agreements and documents must be completed in a form satisfactory to the Bank and its solicitors, and must be executed and registered as appropriate, and the Bank shall have received a solicitor’s letter of opinion with respect to same;

The Bank shall be provided with a transmittal letter from Colliers International indicating that their June 2005 appraisal of the subject property may be relied on for information purposes.

CRA shall cause to be conducted environmental assessments, audit and other inspections with respect to the mortgaged property and the business of CRA and the obligation of the Bank to advance funds hereunder shall be subject to the Bank receiving reports prepared by a Bank approved Environmental Consultant, satisfactory to the Bank in its sole discretion and subject to the Bank being satisfied in its sole discretion that there are no environmental matters that are adverse to the value of the mortgage property or the business of CRA.

It is the intention of this commitment letter to fund all certified budgeted development costs, over and above the equity requirement, as determined by the Banks cost consultant, providing the total certified development costs do not exceed the total authorized costs. CRAs equity requirement shall be free and clear of any financial charges. No secondary financing shall be permitted under this program without the express written consent of the Bank. The Bank acknowledges and agrees to the Century Casinos, Inc. securing a portion of their investment as a secondary charge against the subject property, subject to a satisfactory review of the terms and conditions of the charge, providing that the charge is fully postponed to the Bank debt.

CRA shall provide to the Bank along with acceptance of this commitment letter a preliminary construction budget detailing all land, servicing, hard and soft construction costs.

CRA shall provide to the Bank, prior to the initial advance of funds, a final cost budget, certified by the Banks Cost Consultant. Progress draws shall be accompanied by a Progress Claim approved by CRA and certified by the Banks Cost Consultant detailing the original budget, the present budget, the percent complete, the work in place, the costs to complete and the value of the amount being claimed. Prior to each advance each Property Titles shall be search at Alberta Land Titles to ensure that no liens have been registered on title. Such searches shall be conducted by the Bank but at the Borrowers Expense. Each progress claim shall be accompanied by a Statutory Declaration. Progress draws shall be for not less than $50,000 and shall be available no more than once a month. Requests for advance must be accompanied by invoices evidencing the costs being claimed. Progress draws shall be calculated on a cost to complete basis, i.e. sufficient loan amounts will at all times be available to complete the Celebrations Casino. Should at any time, it be determined that cost overruns have resulted in the remaining authorized loan amount being insufficient to complete the Celebrations Casino, CRA and guarantors shall, upon notice, invest sufficient equity to cover the cost overruns.

CRA shall provide to the Bank a satisfactory final cost breakdown, certified by an acceptable construction cost consultant. The cost consultant is to be appointed by the Bank with all costs to CRA’s account.

CRA shall have entered into fixed price contracts for all major components of construction. The sub-contracts are to be at least 50% bonded or satisfactory evidence of the financial ability of the contractors is to be provided. Any major change order in excess of $10,000 to these contracts will be subject to written approval by the Bank. Copies of all such Celebrations Casino contracts are to be provided to the Bank prior to the initial Advance of Funds

CRA shall establish and maintain with the Bank an operating account for the Celebrations Casino, through which all cash flows generated by the Celebrations Casino shall be processed at terms and conditions reasonably competitive in Alberta.

CRA is to deposit the $3,294,685 required for working capital and Pre-opening costs into a hypothecated deposit account at Canadian Western Bank prior to first draw of the construction loan. No more than twice per month, draws may be released based on a signed direction to pay by the Borrower detailing the original budget, the budget YTD, identifying the budgeted amount required and confirming sufficient draw amounts will at all times be available to complete the Pre-opening Costs and fund the start up working capital.

CRA shall provide servicing plans and specifications, together with all the necessary building permits and development agreements required for the development and completion of the Celebrations Casino;

The Bank shall be satisfied as to the zoning of the Celebrations Casino and the availability of all municipal and regulatory permits and approvals required for the operation of the Celebrations Casino.

Any participation by way of equity, shareholders’ loan, or other cash injection required under the terms of this agreement must be in place. The Borrower shall provide to the Bank written confirmation as to the sources of funds being used to meet the proposed equity requirements.

The Bank reserves the sole and absolute right to syndicate part or all of the loan facility contemplated herein, with various syndication partners with whom the Bank syndicates loans from time to time, on terms and conditions satisfactory to the Bank;

The Bank will require two (2) full business days prior written notice of disbursement.

CRA is to have posted the substantial completion certificate and the builders lien period shall have expired, the architect shall have certified the Celebrations Casinos as complete and the occupancy certificate and Casino License shall have been issued.

The proceeds of this loan advance will retire the outstanding construction advances of Loan Facility 1.

no Event of Default has occurred and is continuing;

the Loan Maturity Date has not occurred;

the conditions of this Agreement and of all previous advances have been satisfied or waived;

to maintain a “Cash Flow Coverage Ratio” of not less than 1.20 times, tested annually commencing based on the Borrowers audited annual accountant prepared financial statements. Cash Flow coverage ratio shall be defined as the Borrowers EBITDA less capital expenditures not funded by debt (current construction budget exempted), divided by the annual total fixed charge principal due in the next twelve months and the current years interest expense.

no other loans may be secured against the Celebrations Casino, except the Subordinate Mortgages satisfactory to the Bank and, at CRA’s option, a mortgage to secure CRA’s Equity contributed by the Guarantor or other affiliate of CRA, provided such mortgage is fully subordinated to the Security and supporting documents in accordance with a Priority and Standstill Agreement;

the Bank’s opinions, approvals and decisions are in its sole discretion and are not subject to judicial review as to their reasonableness;

CRA shall remain the sole registered and beneficial owner of the Celebrations Casino until the Loan has been repaid in full, unless otherwise approved by the Bank;

to maintain adequate insurance on the property and acknowledges that failure to do so will hereby authorize the Bank to purchase insurance to protect the Bank’s interest in the Celebrations Casino to the value of the outstanding loan/mortgage. CRA authorizes the Bank to add the cost of said insurance to the loan/mortgage balance.

The full amount of the indebtedness and liability of CRA then outstanding, together with accrued interest and any other charges then owing by CRA to the Bank shall, at the option of the Bank, forthwith be accelerated and be due and payable, and upon being declared to be due and payable, the securities shall immediately become enforceable and the Bank may proceed to realize and enforce the same upon the occurrence and during the continuance of any of the following events or circumstances (which events or circumstances are herein referred to as the “Events of Default”):

CRA or any Guarantor fails to make due, whether on demand or at a fixed payment date, by acceleration or otherwise any payment of interest, principal, fees, commissions or other amounts payable to the Bank;

there is a breach by CRA of any other term or condition contained in this Agreement or in any other agreement to which CRA and the Bank are parties and CRA has not corrected such breach within 30 days of notice having been provided to CRA;

any default occurs under the terms of any security to be provided in accordance with this Agreement or under any other credit, loan or security agreement to which CRA are party and CRA have not corrected such breach within 30 days of notice having been provided to CRA;

any bankruptcy, re-organization, compromise, arrangement, insolvency or liquidation proceedings or other analogous proceedings are instituted by or against CRA and, if instituted against CRA are allowed against or consented to by CRA or are not dismissed or stayed within 60 days after such institution;

a receiver is appointed over any property of CRA or any judgement or order or any process of any court becomes enforceable against CRA or any property or any creditor takes possession of any property of CRA;

any adverse change occurs in the financial condition of CRA or any Guarantor;

any adverse change occurs in the environmental condition of:

CRA, or

 

any property, equipment, or business activities of CRA.

CRA acknowledges that failure by any Guarantor of this Agreement to comply with the disclosure requirements set out in Section 45 of the Business Corporations Act (BCA) of Alberta shall constitute a default of CRA pursuant to this Agreement.

The rights and remedies of the Bank pursuant to this Agreement and the securities taken pursuant hereto are cumulative and not alternative, and not in substitution for any other rights, remedies, or power of the Bank.

Any failure or delay by the Bank to exercise, or exercise fully, its rights and remedies pursuant to this Agreement and the securities taken pursuant hereto shall not be construed as a waiver of such rights and remedies.

In the absence of a formal Loan Agreement being entered into, this Agreement shall continue in full force and effect and shall not merge in any securities provided by CRA to the Bank.

This Agreement and the security documentation to be provided by CRA pursuant hereto shall be construed in accordance with and governed by the laws of the Province of Alberta.

The annual audited financial statements of CRA prepared by a firm of qualified professional accountants (minimum standard - Review Engagement Report) within 90 days of CRA’s fiscal year-end, together with the annual Review Engagement Report financial statements of 746306 Alberta Ltd. and the 10K filing for Century Casinos, Inc..

The annual budget/cash flow projections along with their annual financial statements.

Monthly internally prepared interim financial statements with 25 days of each month end.

Provide the Bank with written advice of any change in shareholders representing more than 5% of the outstanding shares of CRA or the guarantors.

Annual confirmation that the current years property taxes have been paid by July 25^th each year.

Copy of the Alberta Gaming and Liquor Commission license, and annual renewal/licenses.

Copies of any notices sent by AGLC of any changes, amendments, breaches, or defaults under the AGLC license.

 

any further information, data, financial reports and records, accounting or banking statements, certificates, evidence of insurance and other assurances which the Bank may from time to time require in its sole discretion, acting reasonably.

Interest Rate. You will pay interest on each Loan at nominal rates per year at the rate specified in this Agreement.

Floating rate of interest. Each floating rate of interest provided for under this Agreement will change automatically, without notice, whenever the Bank’s Prime Rate or the U.S. Base Rate, as the case may be, changes.

Payment of interest. Interest is calculated on the daily balance of the Loan at the end of each day. Interest is due once a month, unless the Agreement states otherwise. Unless you have made other arrangements with us, we will automatically debit your Operating Account for interest amounts owing. If your Operating Account is in overdraft and you do not deposit to the account an amount equal to the monthly interest payment, the effect is that we will be charging interest on overdue interest (which is known as compounding). Unpaid interest continues to compound whether or not we have demanded payment from you or started a legal action, or get judgment, against you.

Fees. You will pay the Bank’s fees for the Loans as outlined in the Agreement. You will also reimburse us for all reasonable fees (including legal fees on a solicitor and his own client basis) and out-of-pocket expenses incurred in registering any security, and in enforcing our rights under this Agreement or any security. We will automatically debit your Operating Account for fee amounts owing.

Our rights re demand Loans. We believe that the banker-customer relationship is based on mutual trust and respect. It is important for us to know all the relevant information (whether good or bad) about your business. Canadian Western Bank is itself a business. Managing risks and monitoring our customers’ ability to repay is critical to us. We can only continue to lend when we feel that we are likely to be repaid. As a result, if you do something that jeopardizes that relationship, or if we no longer feel that you are likely to repay all amounts borrowed, we may have to act. We may decide to act, for example, because of something you have done, information we receive about your business, or changes to the economy that affect your business. Some of the actions that we may decide to take include requiring you to give us more financial information, negotiating a change in the interest rate or fees, or asking you to get further accounting assistance, put more cash into the business, provide more security, or produce a satisfactory business plan. It is important to us that your business succeeds. We may demand immediate repayment of any outstanding amounts under any demand Loan. We may also, at any time and for any cause, cancel the unused portion of any demand Loan.

Payments. If any payment is due on a day other than a Business Day, then the payment is due on the next Business Day.

Applying money received. If you have not made payments as required by this Agreement, or if you have failed to satisfy any term of this Agreement (or any other agreement you have that relates to this Agreement), or at any time before default but after we have given you appropriate notice, we may decide how to apply any money that we receive. This means that we may choose which Loan to apply the money against, or what mix of principal, interest, fees and overdue amounts within any Loan will be paid.

Information requirements. We may from time to time reasonably require you to provide further information about your business. We may require information from you to be in a form acceptable to us.

Insurance. You will keep all our business assets and property insured (to the full insurable value) against loss or damage by fire and all other risks usual for property such as yours (plus for any other risks we may reasonably require). If we request, these policies will include a loss payee clause (and if you are giving us mortgage security, a Standard Mortgagee Clause). As further security, you assign all insurance proceeds to us. If we ask, you will give us either the policies themselves or adequate evidence of their existence. If your insurance coverage for any reason stops, we may (but do not have to) insure the property. We will automatically debit your Operating Account for this amount. In the event there are no funds on deposit, we may add the insurance cost to your Loan. Finally, you will notify us immediately of any loss or damage to the property.

Environmental Matters. You will carry on your business, and maintain your assets and property, in accordance with all applicable environmental laws and regulations. If (a) there is any release, deposit, discharge or disposal of pollutants of any sort (collectively, a “Discharge”) in connection with either your business or your property, and we pay any fines or for any clean-up, or (b) we suffer any loss or damage as a result of any Discharge, you will reimburse the Bank, its directors, officers, employees and agents for any and all losses, damages, fines, costs and other amounts (including amounts spent preparing any necessary environmental assessment or other reports, or defending any lawsuits) that result. If we ask, you will defend any lawsuits, investigations or prosecutions brought against the Bank or any of its directors, officers, employees and agents in connection with any Discharge. Your obligation to us under this section continues even after all Loans have been repaid and this Agreement has terminated.

Consent to release information. We may from time to time give any loan or other information about you to, or receive such information from, (a) any financial institution, credit reporting agency, rating agency or credit bureau, (b) any person, firm or corporation with whom you may have or propose to have financial dealings, and (c) any person, firm or corporation in connection with any dealings you have or propose to have with us. You agree that we may use that information to establish and maintain your relationship with us and offer any services as permitted by law, including services and products offered by our subsidiaries when it is considered that this may be suitable to you.

Proof of debt. This Agreement provides the proof, between the Bank and you, of the loans made available to you. There may be times when the type of loan you have requires you to sign additional documents. Throughout the time that we provide you loans under this Agreement, our loan accounting records will provide complete proof of all terms and conditions of your loan (such as principal loan balances, interest calculations, and payment dates).

Renewals of this Agreement. This Agreement will remain in effect for your Loans for as long as they remain unchanged. If there are no changes to the Loans this Agreement will continue to apply, and you will not need to sign anything further. If there are any changes, we will provide you with either an amending agreement, or a new replacement Letter, for you to sign.

Confidentiality. The terms of this Agreement are confidential between you and the Bank. You therefore agree not to disclose the contents of this Agreement to anyone except your professional advisors and where required by law.

Pre-conditions. You may use the Loans granted to you under this Agreement only if:

we have received properly signed copies of all documentation that we may require in connection with the operation of your accounts and your ability to CRA and give security;

all the required security has been received and registered to our satisfaction;

any special provisions or conditions set forth in the Agreement have been complied with; and

if applicable, you have given us the required number of days notice for a drawing under a Loan.

Notices. We may give you any notice in person or by telephone, or by letter that is sent either by fax or by mail.

Non-Revolving Loans. The following terms apply to each Non-Revolving Loan:

Non-revolving Loans. Unless otherwise stated in the Agreement, any principal payment made permanently reduces the available Loan Amount. Any payment we receive is applied first to overdue interest, then to current interest owing, then to overdue principal, then to any fees and charges owing, and finally to current principal.

Floating Rate Non-Revolving Loans. Floating Rate Loans may have either (i) blended payments or (ii) payments of fixed principal amounts, plus interest as described below:

Blended payments. If you have a Floating Rate Loan that has blended payments, the amount of your monthly payment is fixed for the term of the loan, but the interest rate varies with changes in the Prime Rate or U.S. Base Rate (as the case may be). If the Prime Rate or U.S. Base Rate during any month is lower than what the rate was at the outset, you may end up paying off the loan before the scheduled end date. If, however, the Prime Rate or U.S. Base Rate is higher than what it was at the outset, the amount of principal that is paid off is reduced. As a result, you may end up still owing principal at the end of the term because of these changes in the Prime Rate or U.S. Base Rate. We will advise you from time to time of any changes in the blended payment necessary to maintain the original amortization period, should we chose to do so.

Payments of fixed principal plus interest. If you have a Floating Rate Loan that has regular principal payments, plus interest, the principal payment amount of your Loan is due on the payment date specified in the Agreement. Although the principal payment amount is fixed, your interest payment will usually be different each month, for at least one and possibly more reasons, namely: the reducing principal balance of your loan, the number of days in the month, and changes to the Prime Rate or U.S. Base Rate (as the case may be).

Demand of Fixed Rate Term. If you have a Fixed Rate Term Loan and we make demand for payment, you will owe us (i) all outstanding principal, (ii) interest, (iii) any other amount due under this Agreement, and (iv) a prepayment charge. The prepayment charge is equal to the greater of three (3) months interest calculated on the unpaid balance at the rate authorized or the Bank’s Unwinding Costs.

Definitions. In this Agreement, the following terms have the following meanings:

The requirement for a $20,000,000.00 joint and several guarantee and postponement of claim from Century Casinos, Inc. and 746306 Alberta Ltd as detailed in Schedule A, item 6, shall be amended to a $20,000,000.00 guarantee and postponement of claim from Century Casinos, Inc.

CRA, or

any property, equipment, or business activities of CRA.