EX-7 8 exfe.txt 1 PRICING CERTIFICATE TO: WELLS 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"), Wells Fargo Bank, National Association, as the swingline lender (herein in such capacity, together with its successors and assigns, the "Swingline Lender"), Wells 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 Wells 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. + $ -1- 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 + $ -2- 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 --------------- DATED this ___ day of _______________, 200__. GOLDEN ROAD MOTOR INN, INC., a Nevada corporation By Name Title -3-