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PRICING CERTIFICATE
TO: XXXXX FARGO BANK, National Association, as Agent Bank
Reference is made to that certain Credit Agreement, dated as of February
20, 2004 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and among Golden Road Motor Inn, Inc., a Nevada
corporation (the "Borrower"), Monarch Casino & Resort, Inc., a Nevada
corporation, the Lenders therein named (each, together with their respective
successors and assigns, individually being referred to as a "Lender" and
collectively as the "Lenders"), Xxxxx Fargo Bank, National Association, as the
swingline lender (herein in such capacity, together with its successors and
assigns, the "Swingline Lender"), Xxxxx Fargo Bank, National Association, as
the issuer of letters of credit thereunder (herein in such capacity, together
with their successors and assigns, the "L/C Issuer") and Xxxxx Fargo Bank,
National Association, as administrative and collateral agent for the Lenders,
Swingline Lender and L/C Issuer (herein, in such capacity, called the "Agent
Bank" and, together with the Lenders, Swingline Lender and L/C Issuer,
collectively referred to as the "Banks"). Terms defined in the Credit
Agreement and not otherwise defined in this Pricing Certificate ("Certificate")
shall have the meanings defined and described in the Credit Agreement. This
Certificate is delivered in accordance with Section 5.08(c) of the Credit
Agreement for the purpose of determining the Applicable Margins.
The period under review is the Fiscal Quarter ended [Insert Date]
together with, unless otherwise indicated, the three (3) immediately
preceding Fiscal Quarters on a rolling four (4) Fiscal Quarter basis.
The change in the Applicable Margins, if any, shall be effective on
[insert date which is the first (1st) day of the third (3rd) month
immediately following the Fiscal Quarter end set forth above].
The Applicable Margins, based on the calculations for the Borrower as set forth
below, for the period described above are:
Base Rate Margin ___________%
LIBO Rate Margin ___________%
Leverage Ratio: To be calculated with reference to the Borrower commencing
with the Fiscal Quarter ending December 31, 2003 and continuing as of each
Fiscal Quarter end until Bank Facility Termination:
FUNDED DEBT:
a. The daily average of the Funded
Outstandings on the Credit Facility
during the last month of the Fiscal
Quarter under review. $
b. Plus the daily average of the Swingline
Outstandings on the Swingline Facility
during the Fiscal Quarter under review. + $
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c. Plus the daily average of the L/C
Exposure on the L/C Facility during
the Fiscal Quarter under review. + $
d. Plus the total, as of the last day of
the Fiscal Quarter under review, of
both the long-term and current portions
(without duplication) of all other
interest bearing interest bearing
Indebtedness (including Contingent
Liabilities). + $
e. Plus the total, as of the last day of the
Fiscal Quarter under review, of all
Capitalized Lease Liabilities. + $
f. TOTAL FUNDED DEBT
(a + b + c + d + e) $
Divided (/) by: /
Adjusted EBITDA
To be calculated on a cumulative basis with
respect to the Fiscal Quarter under review
and the most recently ended three (3)
preceding Fiscal Quarters on a four (4)
Fiscal Quarter basis:
g. Net Income $
h. Less interest income reflected in such
Net Income - $
i. Less any extraordinary one-time non-Cash
gain reflected in such Net Income - $
j. Plus any extraordinary losses on sales
of assets and other extraordinary losses
and one-time non-Cash charges + $
k. Plus Interest Expense (expensed and
capitalized) to the extent deducted in the
determination of Net Income + $
l. Plus the aggregate amount of federal and
state taxes on or measured by income for
the period under review (whether or not
payable during such period) to the extent
deducted in the determination of Net Income + $
m. Plus depreciation, amortization and all
other non-cash expenses for the period under
review to the extent deducted in the
determination of Net Income + $
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n. Total EBITDA
(g - h - i + j + k + l + m) $
o. Less the aggregate of MCRI Corporate
Overhead Allocation to the extent not
deducted in the determination of Net
Income in (g) above - $
p. ADJUSTED EBITDA
(n - o) $
q. Leverage Ratio
(f / p) : 1.0
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DATED this ___ day of _______________, 200__.
GOLDEN ROAD MOTOR INN,
INC., a Nevada corporation
By
Name
Title
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