Exhibit 10.1
 AMENDED AND RESTATED MANAGEMENT AGREEMENT
 AMONG
 THE INN OF THE MOUNTAIN GODS RESORT AND CASINO, CASINO APACHE
 TRAVEL CENTER, SKI APACHE AND WG-IMG, LLC
 DATED AS OF JANUARY 6, 2010




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##### 



TABLE OF CONTENTS
 Page1.
    
    Recitals
    
    
    12.
    
    Definitions
    
    
    22.1
    
    Affiliate
    
    
    22.2
    
    Agreement
    
    
    22.3
    
    Bank Accounts
    
    
    22.4
    
    Base Monthly EBITDA
    
    
    22.5
    
    BIA
    
    
    22.6
    
    Business
    
    
    22.7
    
    Business Employee
    
    
    22.8
    
    Business Employee Policies
    
    
    22.9
    
    Capital Budget
    
    
    22.10
    
    Capital Replacement(s)
    
    
    32.11
    
    Capital Replacement Reserve
    
    
    32.12
    
    Chief Operating Officer
    
    
    32.13
    
    Class II Gaming
    
    
    32.14
    
    Class III Gaming
    
    
    32.15
    
    Compact
    
    
    32.16
    
    Confidential Information
    
    
    32.17
    
    Department
    
    
    32.18
    
    Depository Account
    
    
    32.19
    
    Depreciation, Depletion and Amortization Expense
    
    
    32.20
    
    Disbursement Account
    
    
    32.21
    
    EBITDA
    
    
    32.22
    
    Effective Date
    
    
    42.23
    
    Emergency Condition
    
    
    42.24
    
    Enterprise
    
    
    42.25
    
    Execution Date
    
    
    42.26
    
    Existing Taxes
    
    
    42.27
    
    Facilities
    
    
    42.28
    
    Fiscal Quarter
    
    
    4
 -i-




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##### 



TABLE OF CONTENTS
(continued)
 Page2.29
    
    Fiscal Year
    
    
    42.30
    
    Furnishings and Equipment
    
    
    42.31
    
    GAAP
    
    
    52.32
    
    Gaming
    
    
    52.33
    
    Gaming Equipment
    
    
    52.34
    
    Gaming Operations
    
    
    52.35
    
    Gaming Ordinance
    
    
    52.36
    
    Governmental Action
    
    
    52.37
    
    Gross Gaming Revenue (Win)
    
    
    52.38
    
    Gross Revenues
    
    
    62.39
    
    House Bank
    
    
    62.40
    
    IGRA
    
    
    62.41
    
    Insider
    
    
    62.42
    
    Interest Expense
    
    
    62.43
    
    Internal Control System
    
    
    62.44
    
    Internal Revenue Code
    
    
    62.45
    
    Key Business Employees
    
    
    62.46
    
    Legal Requirements
    
    
    62.47
    
    Management Board
    
    
    72.48
    
    Management Board By-Laws
    
    
    72.49
    
    Management Fee
    
    
    72.50
    
    Manager
    
    
    72.51
    
    Manager Confidential Information
    
    
    72.52
    
    Managing Officer
    
    
    72.53
    
    Marks
    
    
    72.54
    
    Member of the Tribal Government
    
    
    72.55
    
    Minimum Balance
    
    
    72.56
    
    Minimum Guaranteed Monthly Payment
    
    
    72.57
    
    Minimum Monthly Management Fee
    
    
    72.58
    
    Net Revenues
    
    
    7
 -ii-




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##### 



TABLE OF CONTENTS
(continued)
 Page2.59
    
    Net Revenues (gaming)
    
    
    72.60
    
    Net Revenues (other)
    
    
    82.61
    
    NIGC
    
    
    92.62
    
    Non-Gaming Operations
    
    
    92.63
    
    Operating Budget and Annual Plan
    
    
    92.64
    
    Operating Companies
    
    
    92.65
    
    Operating Expenses
    
    
    92.66
    
    Operating Supplies
    
    
    102.67
    
    Party
    
    
    112.68
    
    Promotional Allowances
    
    
    112.69
    
    Qualified
    
    
    112.70
    
    Regulatory Cap
    
    
    112.71
    
    Representatives
    
    
    112.72
    
    Reservation
    
    
    112.73
    
    Resort
    
    
    112.74
    
    Ski Apache
    
    
    112.75
    
    Ski Apache Entity
    
    
    112.76
    
    Ski Apache Operations
    
    
    112.77
    
    Soft Count
    
    
    112.78
    
    State
    
    
    112.79
    
    Suspension of Gaming Operations
    
    
    112.80
    
    Term
    
    
    112.81
    
    Traditional Bingo
    
    
    112.82
    
    Travel Center
    
    
    122.83
    
    Travel Center Entity
    
    
    122.84
    
    Tribe
    
    
    122.85
    
    Tribal Confidential Information
    
    
    122.86
    
    Tribal Council
    
    
    122.87
    
    Tribal Gaming Commission
    
    
    122.88
    
    Tribal Parties
    
    
    12
 -iii-




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TABLE OF CONTENTS
(continued)
 Page2.89
    
    Tribal Priority Distribution
    
    
    122.90
    
    Warner
    
    
    122.91
    
    Warner Parties
    
    
    123.
    
    Engagement; Term; Other Agreements
    
    
    123.1
    
    Engagement of Manager
    
    
    123.2
    
    Term
    
    
    123.3
    
    Status of Reservation and Businesses; Exclusive Rights
    
    
    123.4
    
    Management Board
    
    
    133.5
    
    Compliance with Law; Licenses
    
    
    133.6
    
    Gaming Ordinance
    
    
    133.7
    
    Fire and Safety
    
    
    143.8
    
    Compliance with the Environmental Laws
    
    
    143.9
    
    Nonrecruitment and Noncompete Covenants
    
    
    143.9.1
    
    Nonrecruitment of Employees
    
    
    143.9.2
    
    Noncompetition
    
    
    143.9.3
    
    Enforceability
    
    
    153.9.4
    
    Joinder by William W. Warner
    
    
    153.10
    
    Covenant of Good Faith and Fair Dealing
    
    
    164.
    
    Management and Operation of Businesses
    
    
    164.1
    
    Managers Authority and Responsibility
    
    
    164.2
    
    Duties of Manager
    
    
    164.2.1
    
    Physical Duties
    
    
    164.2.2
    
    Required Filings
    
    
    164.2.3
    
    Contracts
    
    
    164.2.4
    
    Operating Standards
    
    
    174.2.5
    
    Advertising
    
    
    174.2.6
    
    Payment of Bills and Expenses
    
    
    174.3
    
    Security and Surveillance
    
    
    174.4
    
    Damage, Condemnation or Impossibility of the Businesses
    
    
    174.4.1
    
    Change in Legal Requirements
    
    
    17
 -iv-




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TABLE OF CONTENTS
(continued)
 Page4.4.2
    
    Condemnation or Casualty
    
    
    174.4.3
    
    Managers Right to Terminate Upon Suspension of Gaming Operations Due to Applicable Legal Requirements
    
    
    184.5
    
    Alcoholic Beverages and Tobacco Sales
    
    
    184.6
    
    Employees
    
    
    184.6.1
    
    Managers Responsibility for Employees
    
    
    184.6.2
    
    Business Employee Policies
    
    
    184.6.3
    
    Employment Suitability
    
    
    184.6.4
    
    No Manager Wages or Salaries
    
    
    194.6.5
    
    Tribal Regulatory Costs
    
    
    194.6.6
    
    Indian Preference, Recruiting and Training
    
    
    194.7
    
    Preference in Contracting
    
    
    204.8
    
    Operating Budget and Annual Plan
    
    
    204.9
    
    Capital Budgets
    
    
    224.10
    
    Capital Replacements
    
    
    224.11
    
    Capital Replacement Reserve
    
    
    234.12
    
    Periodic Contributions to Capital Replacement Reserve
    
    
    234.13
    
    Use and Allocation of Capital Replacement Reserve
    
    
    234.14
    
    Internal Control System
    
    
    234.15
    
    Banking and Bank Accounts
    
    
    244.15.1
    
    Bank Accounts
    
    
    244.15.2
    
    Daily Deposits to Depository Account
    
    
    244.15.3
    
    Disbursement Account
    
    
    244.15.4
    
    No Cash Disbursements
    
    
    244.15.5
    
    Transfers Between Accounts
    
    
    244.15.6
    
    Petty Cash Fund
    
    
    254.15.7
    
    No Suspension of Transfers Upon Default
    
    
    254.16
    
    Insurance
    
    
    254.17
    
    Accounting and Books of Account
    
    
    254.17.1
    
    Statements
    
    
    25
 -v-




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TABLE OF CONTENTS
(continued)
 Page4.17.2
    
    Books of Account
    
    
    254.17.3
    
    Accounting Standards
    
    
    264.17.4
    
    Annual Audit
    
    
    264.18
    
    Operating Capital for the Businesses
    
    
    264.19
    
    Tribal Indebtedness
    
    
    274.20
    
    Ski Apache
    
    
    275.
    
    Indebtedness of the Operating Companies
    
    
    275.1
    
    Financing Agreements
    
    
    275.2
    
    Business of the Operating Companies
    
    
    275.3
    
    Related Party Indebtedness
    
    
    276.
    
    Management Fee, Reimbursements, Disbursements, and Other Payments by Manager
    
    
    276.1
    
    Management Fee
    
    
    276.2
    
    Reimbursement of Travel and Other Approved Expenses
    
    
    296.3
    
    Cap on Payments to Manager
    
    
    296.4
    
    Agreed Ceiling for Repayment of Development and Construction Costs
    
    
    297.
    
    Intellectual Reservation; Confidentiality
    
    
    297.1
    
    Names of the Businesses
    
    
    297.2
    
    Marks
    
    
    297.3
    
    Litigation Involving Marks
    
    
    307.4
    
    Confidentiality
    
    
    308.
    
    Taxes
    
    
    328.1
    
    State and Local Taxes
    
    
    328.2
    
    Tribal Taxes
    
    
    328.3
    
    Compliance with Internal Revenue Code
    
    
    329.
    
    Prohibition of Certain Transactions Between Manager and Members of the Tribe
    
    
    3210.
    
    Grounds for Termination
    
    
    3310.1
    
    Termination
    
    
    3310.2
    
    Voluntary Termination
    
    
    3310.3
    
    Involuntary Termination Due to Changes in Legal Requirements
    
    
    33
 -vi-




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TABLE OF CONTENTS
(continued)
 Page10.4
    
    Tribal Parties Right to Terminate Agreement
    
    
    3310.5
    
    Managers Right to Terminate Agreement
    
    
    3410.6
    
    Enterprises Buyout Option
    
    
    3510.7
    
    Managers Early Termination Right
    
    
    3511.
    
    Termination and Transition
    
    
    3511.1
    
    Transition
    
    
    3511.2
    
    Businesses
    
    
    3611.3
    
    Managers Obligations
    
    
    3611.4
    
    Operating Companies Obligations
    
    
    3612.
    
    Consents and Approvals
    
    
    3712.1
    
    Tribal Parties
    
    
    3712.2
    
    Manager
    
    
    3713.
    
    Parties in Interest in Manager
    
    
    3713.1
    
    Shareholders and Directors
    
    
    3713.2
    
    Covenants
    
    
    3713.3
    
    Compliance with Licensing Requirements
    
    
    3814.
    
    No Present Lien, Lease or Joint Venture
    
    
    3815.
    
    Indemnification; Limitation of Liability
    
    
    3816.
    
    Choice of Law
    
    
    3917.
    
    Limited Waiver of Sovereign Immunity; Dispute Resolution
    
    
    3918.
    
    Non-Impairment
    
    
    4119.
    
    General Provisions
    
    
    4119.1
    
    Notice
    
    
    4119.2
    
    Representations and Warranties as to Authority and Other Matters
    
    
    4219.3
    
    Relationship
    
    
    4319.4
    
    Defense
    
    
    4319.5
    
    Waivers
    
    
    4419.6
    
    Captions; Section References
    
    
    4419.7
    
    Severability
    
    
    4419.8
    
    Interest
    
    
    44
 -vii-




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TABLE OF CONTENTS
(continued)
 Page19.9
    
    Third Party Beneficiaries
    
    4419.10
    
    Brokerage
    
    4419.11
    
    Survival of Provisions
    
    4519.12
    
    Periods of Time
    
    4519.13
    
    Successors, Assigns, and Subcontracting
    
    4519.14
    
    Time is of the Essence
    
    4519.15
    
    Patron Dispute Resolution
    
    4519.16
    
    Amendments
    
    4519.17
    
    Estoppel Certificate
    
    4619.18
    
    Entire Agreement
    
    4619.19
    
    Government Savings Clause
    
    4619.20
    
    Preparation of Agreement
    
    4619.21
    
    Counterparts
    
    4619.22
    
    Joint and Several Obligations
    
    46
 -viii-




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AMENDED AND RESTATED MANAGEMENT AGREEMENT
 Agreement Execution Date Enterprise Tribe Travel Center
Entity Ski Apache
Entity Manager Party Parties
 Recitals
  Reservation
 et seq. IGRA Tribal Gaming Commission
 Operating Companies Tribal Parties 1 4 Resort 1 4 1 4 Travel Center Ski Apache Business Businesses
 1




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 Original Agreement   NIGC 
 Definitions
 Affiliate
 Agreement
 Bank Accounts
 Base Monthly EBITDA
 BIA
 Business
 Business Employee
 2




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Business Employee Policies
 Capital Budget
 Capital Replacement(s)
 Capital Replacement Reserve
 Chief Operating Officer
 Class II Gaming
 Class III Gaming
 Compact
 Confidential Information
 Department.
 Depository Account
 Depreciation, Depletion and Amortization Expense
 Disbursement Account
 EBITDA
 3




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##### 



e.g.
 Effective Date
 (i)
    
    written confirmation that the Tribe, and the State (to the
extent required by the Compact or other applicable state law), have approved
background investigations of Manager; and(ii)
    
    written approval of this Agreement and any documents collateral
hereto identified by the NIGC as requiring its approval, is granted by the
Chairman of the NIGC.
 Emergency Condition
 Enterprise
 Execution Date
 Existing Taxes
 Facilities
 Fiscal Quarter
 4




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Fiscal Year
 Furnishings and Equipment
 (i)
    
    cashier, money sorting and money counting equipment,
surveillance and communication equipment, and security equipment;(ii)
    
    Gaming Equipment;(iii)
    
    office furnishings and equipment;(iv)
    
    specialized equipment necessary for the operation of any
portion of the Businesses for accessory purposes, including equipment for
kitchens, laundries, dry cleaning, cocktail lounges, restaurants, public rooms,
commercial and parking spaces, and recreational facilities;(v)
    
    all other furnishings, equipment, and other personal property
used in the operation of the Businesses; and(vi)
    
    all other furnishings and equipment hereafter located and
installed in or about the Businesses which are used in the operation of the
Businesses in accordance with the standards set forth in this Agreement.
 GAAP
 Gaming
 Gaming Equipment.
 Gaming Operations
 Gaming Ordinance
 5




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Governmental Action
 Gross Gaming Revenue (Win)
 Gross Revenues
 House Bank
 IGRA
 Insider
 Interest Expense
 Internal Control System
 Internal Revenue Code
 6




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Key Business Employees
 Legal Requirements
 Management Board
 Management Board By-Laws
 Management Fee
 Manager
 Manager Confidential Information
 Managing Officer
 Marks
 Member of the Tribal Government
 Minimum Balance
 Minimum Guaranteed Monthly Payment
 Minimum Monthly Management Fee
 7




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Net Revenues
 Net Revenues (gaming)
 (i)
    
    any gratuities or service charges added to a customers bill;(ii)
    
    any credits or refunds made to customers, guests or patrons;(iii)
    
    any sums and credits received by the Operating Companies for
lost or damaged merchandise;(iv)
    
    any sales taxes, excise taxes, gross receipt taxes, admission
taxes, entertainment taxes, tourist taxes or charges received from patrons and
passed on to the Tribe or any other governmental or quasi governmental entity;(v)
    
    any proceeds from the sale or other disposition of furnishings
and equipment or other capital assets;(vi)
    
    any fire and extended coverage insurance proceeds other than
for business interruption;(vii)
    
    any condemnation awards other than for temporary condemnation;
and(viii)
    
    any interest on bank account(s).
  Net Revenues (other)
 (i)
    
    any gratuities or service charges added to a customers bill;(ii)
    
    any credits or refunds made to customers, guests or patrons;(iii)
    
    any sums and credits received by the Operating Companies for
lost or damaged merchandise;(iv)
    
    any sales taxes, excise taxes, gross receipt taxes, admission
taxes, entertainment taxes, tourist taxes or charges received from patrons and
 8




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##### 



passed on to the Tribe or any other governmental or quasi governmental
entity;(v)
    
    any proceeds from the sale or other disposition of furnishings
and equipment or other capital assets;(vi)
    
    any fire and extended coverage insurance proceeds other than
for business interruption;(vii)
    
    any condemnation awards other than for temporary condemnation;(viii)
    
    any interest on bank account(s); and(ix)
    
    all revenues derived from Ski Apache Operations.
  NIGC
 Non-Gaming Operations
 Operating Budget and Annual Plan
 Operating Companies
 Operating Expenses
 (i)
    
    the payment of salaries, wages, and benefit programs for
Business Employees;(ii)
    
    Operating Supplies for the Businesses;(iii)
    
    utilities;(iv)
    
    repairs and maintenance of the Facilities (excluding Capital
Replacements);(v)
    
    interest accruing under any indebtedness of the Operating
Companies;
 9




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(vi)
    
    interest on installment contract purchases or other interest
charges on debt of the Operating Companies approved by the Management Board;(vii)
    
    insurance and bonding;(viii)
    
    advertising and marketing, including busing and transportation of patrons to
the Facilities;(ix)
    
    accounting, legal and other professional fees, including those
of the Tribe directly related to Gaming Operations;(x)
    
    security and surveillance costs;(xi)
    
    reasonable travel expenses for Business Employees directly
related to the operation of the Businesses and subject to the approved Annual
Budget and Operating Plan;(xii)
    
    operating lease payments for Furnishings and Equipment to the
extent approved by the Tribal Council;(xiii)
    
    trash removal;(xiv)
    
    costs of goods sold;(xv)
    
    other expenses designated as Operating Expenses in accordance
with the accounting standards as referred to in Section 4.17.3;(xvi)
    
    expenses specifically designated as Operating Expenses in this
Agreement;(xvii)
    
    depreciation and amortization of the Facilities based on schedules used by
the Operating Companies as of the Execution Date, and depreciation and
amortization of all other assets, each in accordance with GAAP;(xviii)
    
    recruiting and training expenses;(xix)
    
    any required fees due to state or federal agencies pursuant to
applicable state and federal law;(xx)
    
    any required payments to the State or local governments made by
or on behalf of the Businesses or the Tribe pursuant to the Compact or any
other governmental agreement;(xxi)
    
    any services payments or community benefit payments to be made
for city services such as for fire, police and other services;(xxii)
    
    any budgeted charitable contributions by the Businesses;
 10




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(xxiii)
    
    charges, assessments, fines or fees imposed by governmental entities of the
Tribe which are reasonably related to the cost of Tribal governmental
regulation of public health, safety or welfare, or the integrity of Tribal
gaming operations; and(xxiv)
    
    reasonable expense reserves.
 Operating Supplies
 Party
 Promotional Allowances
 Qualified
      Ski Apache Entity
 Ski Apache Operations
 Soft Count
 State
 Suspension of Gaming Operations
 11




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##### 



Term
 Traditional Bingo
 Travel Center
 Travel Center Entity
 Tribe
 Tribal Confidential Information
 Tribal Council
 Tribal Gaming Commission
 Tribal Indebtedness
 Tribal Parties
 Tribal Priority Distribution
 Warner
 Warner Parties
 Engagement; Term; Other Agreements
 12




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##### 



Engagement of Manager
 Term Term
 Status of Reservation and Businesses; Exclusive Rights
 Management Board provided, however,
 13




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##### 



Compliance with Law; Licenses
 Gaming Ordinance
 Fire and Safety
 Compliance with the Environmental Laws
 Nonrecruitment and Noncompete Covenants.
 Nonrecruitment of Employees . provided
 Noncompetition .
 14




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##### 



Business Activity Restricted Area
 Enforceability
 15




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##### 



Joinder by William W. Warner provided
 Covenant of Good Faith and Fair Dealing provided, however,
 Management and Operation of Businesses
 Managers Authority and Responsibility provided
 Duties of Manager
 Physical Duties
 Required Filings
 16




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##### 



Contracts provided that
 Operating Standards provided however,
 Advertising
 Payment of Bills and Expenses
 Security and Surveillance
 Damage, Condemnation or Impossibility of the Businesses
 Change in Legal Requirements
 17




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##### 



Condemnation or Casualty
 Managers Right to Terminate Upon Suspension of Gaming Operations Due to
Applicable Legal Requirements
 Alcoholic Beverages and Tobacco Sales
 Employees
 Managers Responsibility for Employees provided, however,
 Business Employee Policies Business Employee Policies
 18




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##### 



Employment Suitability
 No Manager Wages or Salaries
 Tribal Regulatory Costs
 19




---



##### 



Indian Preference, Recruiting and Training et seq.
 (i)
    
    abide by any duly enacted Tribe preference
laws;(ii)
    
    give such preferences in the following order of
preference to the extent consistent with law;
 (a)
    
    enrolled members of the Tribe;(b)
    
    spouses, parents or children of
members of the Tribe; and(c)
    
    enrolled members of other
federally recognized Indian Tribes;
 (iii)
    
    conduct job fairs and skill assessment
meetings with members of the Tribe; and(iv)
    
    in consultation with and subject to approval of
the Management Board, develop and conduct a management training program
for members of the Tribe or people selected by the Management Board,
which shall be structured to provide appropriate training for those
participating to assume full managerial control of the Businesses at
the conclusion of the Term.
 Preference in Contracting
  Operating Budget and Annual Plan
 20




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##### 



Financial Advisor
    (i)
    
    repairs and maintenance;(ii)
    
    Capital Replacements;(iii)
    
    Furnishings and Equipment;(iv)
    
    advertising and business promotion programs; and(v)
    
    the estimated cost of Promotional Allowances;
   21




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##### 



Capital Budgets Capital Budget Capital
Replacements
 22




---



##### 



Capital Replacements Emergency Condition
 Capital Replacement Reserve Capital
Replacement Reserve
 Periodic Contributions to Capital Replacement Reserve
 23




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##### 



Use and Allocation of Capital Replacement Reserve
 Internal Control System Internal Control System
 Banking and Bank Accounts
 Bank Accounts Bank Accounts Minimum
Balance
 Daily Deposits to Depository Account
 Disbursement Account
 24




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##### 



No Cash Disbursements
 Transfers Between Accounts
 Petty Cash Fund
 No Suspension of Transfers Upon Default
 Insurance
 Accounting and Books of Account
 Statements
 25




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##### 



Books of Account
 Accounting Standards
 (i)
    
    include an adequate system of internal
accounting controls;(ii)
    
    permit the preparation of financial statements
in accordance with GAAP;(iii)
    
    be susceptible to audit;(iv)
    
    permit the calculation and payment of the
Management Fee described in Section 6;(v)
    
    permit the calculation by the Tribe and the
NIGC of annual fees payable under 25 C.F.R. Section 514.1; and(vi)
    
    provide for the allocation of operating
expenses or overhead expenses among the Tribe, the Operating Companies,
the Manager, and any other user of shared facilities and services (to
the extent such parties are responsible for such operating expenses or
overhead expenses).
 Annual Audit
 26




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##### 



Operating Capital for the Businesses
 Tribal Indebtedness
 Ski Apache
 Indebtedness of the Operating Companies
 Financing Agreements
 Business of the Operating Companies
 Related Party Indebtedness
 27




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##### 



Management Fee, Reimbursements, Disbursements, and Other Payments by Manager
 Management Fee
   Minimum Monthly
Management Fee 
     28




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##### 



Reimbursement of Travel and Other Approved Expenses
 Cap on Payments to Manager  Regulatory Cap 
 Agreed Ceiling for Repayment of Development and Construction Costs
 29




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##### 



Intellectual Reservation; Confidentiality
 Names of the Businesses
 Marks Marks
 Litigation Involving Marks
 Confidentiality Tribal Confidential Information
 30




---



##### 



Manager
Confidential Information
 Representatives
   31




---



##### 



Taxes
 State and Local Taxes
 Tribal Taxes
 32




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e.g.
 Compliance with Internal Revenue Code
 Prohibition of Certain Transactions Between Manager and Members of the Tribe
 Grounds for Termination
 Termination
 Voluntary Termination
 Involuntary Termination Due to Changes in Legal Requirements
     Tribal Parties Right to Terminate Agreement
 33




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nolo contendere
  Managers Right to Terminate Agreement
 34




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Enterprises Buyout Option
 Managers Early Termination Right
 Termination and Transition
 35




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Transition
 Businesses
 Managers Obligations
    Operating Companies Obligations
   36




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Consents and Approvals
 Tribal Parties
 Manager
 Parties in Interest in Manager
 Shareholders and Directors
 nolo contendere
 Covenants
 FBI
   37




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Compliance with Licensing Requirements
 No Present Lien, Lease or Joint Venture
 Indemnification; Limitation of Liability
 Indemnitee Parties Losses
 38




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Choice of Law
 Limited Waiver of Sovereign Immunity; Dispute Resolution
   39




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40




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Dispute
     Non-Impairment
 General Provisions
 41




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Notice
  
  
  
 THE TRIBAL PARTIES ACKNOWLEDGE AND AGREE THAT WRITTEN NOTICE PROVIDED IN ACCORDANCE WITH THE
FOREGOING WILL BE EFFECTIVE AS TO ALL TRIBAL PARTIES.
  
  
 42




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Representations and Warranties as to Authority and Other Matters
       Relationship
 43




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Defense
   Waivers
 Captions; Section References
 Severability
 44




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Interest
 Third Party Beneficiaries
 Brokerage
 Survival of Provisions
 Periods of Time
 Successors, Assigns, and Subcontracting
 45




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Time is of the Essence
 Patron Dispute Resolution
 Amendments
 Estoppel Certificate
 Entire Agreement
 Government Savings Clause
 Preparation of Agreement
 Counterparts
 Joint and Several Obligations
 46




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[ signature page follows ]
 47




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Manager:
    
    
    
    Operating Companies:WG-IMG, LLC
    
    
    
    INN OF THE MOUNTAIN GODS RESORT
AND CASINOBy:
    
    WARNER GAMING, LLC, its sole
memberBy:
    
    /s/ Carleton  Naiche-PalmerBy:
    
    /s/ William W. Warner
    
    
    
    
    
    Name: Carleton Naiche-PalmerName: William W. Warner
    
    
    
    
    
    Title: Chief Executive Officer andTitle: Manager
    
    
    
    
    
    Management Board ChairpersonCASINO APACHE TRAVEL CENTERBy:
    
    /s/ Carleton  Naiche-PalmerName: Carleton Naiche-PalmerTitle: Chief Executive OfficerSKI APACHEBy:
    
    /s/ Carleton  Naiche-PalmerName: Carleton Naiche-Palmer
Title: Chief Executive Officer
 Attachments and Exhibits
    48




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##### 



JOINDER BY WILLIAM W. WARNER
  provided
     /s/ William W. WarnerWILLIAM W. WARNER 49




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##### 



JOINDER BY THE TRIBE
     MESCALERO APACHE TRIBEBy:
    /s/ Carleton Naiche-PalmerName:
    Carleton Naiche-PalmerTitle:
    President 50




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##### 



Exhibit A
 Employee Grievance Procedure
  Reconsideration Process
 1.
    
    The terminated Business Employee must, no later than five (5) business days after the
termination, submit an appeal letter to the Team Member Relations group within the human
resources department requesting that the termination be reconsidered.2.
    
    The terminated Business Employees appeal will be heard by a committee (a Termination
Appeal Committee) and a recommendation to uphold or overturn the termination will be
rendered. Each Termination Appeal Committee will be comprised of five (5) Business
Employees, chaired by a Business Employee who serves in some supervisory or managerial
capacity, but who does not have direct or indirect supervisory oversight of the terminated
Business Employee, and appointed by the human resources department from among a pool of
eligible Business Employees identified by the Chief Operating Officer. To be eligible to
serve on a Termination Appeal Committee, a Business Employee, at the time, must: (a) have
completed his or her 90-day post-hire introductory period; (b) not be subject to currently
on-going probation, suspension or other act of discipline; and (c) must not be related to
the terminated Business Employee (meaning not a spouse, child, foster child, parent, foster
parent, grandparent, grandchild, sibling, aunt, uncle, direct relative by marriage (step or
in-law) or living as a household member with the terminated Business Employee).3.
    
    Within five (5) business days after an appeal is submitted to it, the Termination
Appeal Committee will send written notice of the committees recommendation to the human
resources department and the Chief Operating Officer.4.
    
    The Chief Operating Officer, in all cases, may affirm, modify or reverse the
recommendation of the Termination Appeal Committee, and the decision of the Chief Operating
Officer will be final and non-appealable (except as set forth in No. 5 below). The Chief
Operating Officer will send written notice of his/her decision to the terminated Business
Employee and the department manager of the terminated Business Employee.5.
    
    Notwithstanding No. 4 above, members of the Tribe and Affiliates (as defined in Section
17-9-1(B) of the Mescalero Apache Tribal Code, or any successor provision thereto), but no
other Business Employees, will have the right to appeal a decision of the Chief Operating
Officer in connection with No. 4 above to the President of the Tribe, and then to the
Tribal Council, in accordance with Section N of the Tribes Personnel Policies and
Procedures Manual. Such an appeal must be made in writing within ten (10) calendar
days after the Chief Operating Officer has delivered written notice of his/her decision in
accordance with No. 4 above.
 A-1