Common use of Projections and Budgets Clause in Contracts

Projections and Budgets. (a) The parties shall use their best efforts to project expected revenues and expenses for the first three (3) years of Lakes' operation of the Project, and the projections, as described in the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectations. (b) Lakes shall prepare an initial operating budget for the first Fiscal Year of Project operations under its management pursuant to this Management Agreement and submit the same to Pawnee for approval by Pawnee prior to the Commencement Date. Annual operating budgets shall be submitted by Lakes to Pawnee thereafter by no later than thirty (30) days prior to the commencement of the next Fiscal Year. The proposed initial operating budget and each subsequent annual operating budget shall be subject to approval or disapproval within thirty (30) days of submission to Pawnee, such approval not to be unreasonably withheld. Pawnee may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved operating budgets from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to keep Pawnee informed regarding any items of revenue or expense that are reasonably anticipated to cause a material change to the operating budget previously approved by Pawnee. Lakes shall operate the Project and make expenditures in connection therewith in accordance with such approved operating budget. In the event Pawnee and Lakes are unable to resolve any disputed portions of the proposed operating budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee and Lakes have resolved the disputed items. (c) Lakes shall prepare an annual capital expenditure budget and submit such budget to Pawnee for approval by Pawnee prior to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes to Pawnee thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal Year. The proposed capital expenditure budgets shall be subject to approval or disapproval within thirty (30) days of submission to Pawnee for approval, such approval not to be unreasonably withheld. Pawnee may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved capital expenditure budgets from time to time during any budget year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to keep Pawnee informed and obtain Pawnee's approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to the capital expenditure budget previously approved by Pawnee. Lakes shall make capital expenditures in accordance with such approved capital expenditure budget.

Projections and Budgets. (a) The parties shall use their best efforts to project expected revenues and expenses for the first three (3) years of Lakes' operation of the Project, and the projections, as described in the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectations. (b) Lakes shall prepare an initial operating budget for the first Fiscal Year of Project operations under its management pursuant to this Management Agreement and submit the same to Pawnee Iowa Corp for approval by Pawnee Iowa Corp prior to the Commencement Date. Annual operating budgets shall be submitted by Lakes to Pawnee Iowa Corp thereafter by no later than thirty (30) days prior to the commencement of the next Fiscal Year. The proposed initial operating budget and each subsequent annual operating budget shall be subject to approval or disapproval within thirty (30) days of submission to PawneeIowa Corp, such approval not to be unreasonably withheld. Pawnee Iowa Corp may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved operating budgets from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to keep Pawnee Iowa Corp informed regarding any items of revenue or expense that are reasonably anticipated to cause a material change to the operating budget previously approved by Pawnee. Iowa Corp. Lakes shall operate the Project and make expenditures in connection therewith in accordance with such approved operating budget. In the event Pawnee Iowa Corp and Lakes are unable to resolve any disputed portions of the proposed operating budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee Iowa Corp and Lakes have resolved the disputed items. (c) Lakes shall prepare an annual capital expenditure budget and submit such budget to Pawnee Iowa Corp for approval by Pawnee Iowa Corp prior to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes to Pawnee Iowa Corp thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal Year. The proposed capital expenditure budgets shall be subject to approval or disapproval within thirty (30) days of submission to Pawnee Iowa Corp for approval, such approval not to be unreasonably withheld. Pawnee Iowa Corp may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved capital expenditure budgets from time to time during any budget year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to keep Pawnee Iowa Corp informed and obtain PawneeIowa Corp's approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to the capital expenditure budget previously approved by Pawnee. Iowa Corp. Lakes shall make capital expenditures in accordance with such approved capital expenditure budget.

Projections and Budgets. (a) The parties shall use their best efforts to project expected revenues and expenses for the first three (3) years of Lakes' operation of the ProjectEnterprise, reflecting possible alternative scopes of the Project and its stages of development, and shall reasonably cooperate in prompt mutual choice of the projections, as described in first stage for development of the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectationsProject. (b) Lakes Manager shall prepare a budget for the Initial Costs of Operation and submit such budget to the Tribe for approval by the Tribal Council within one hundred twenty (120) days of execution of this Management Agreement. Manager shall also prepare an initial operating budget for the first Fiscal Year of Project operations under its management pursuant to this Management Agreement and submit the same to Pawnee the Tribe for approval by Pawnee the Tribal Council at least ninety (90) days prior to the any Commencement Date. Annual operating budgets shall be submitted by Lakes Manager to Pawnee the Tribe thereafter by no later than thirty (30) days prior to the commencement of the next Fiscal Year. The proposed initial operating budget and each subsequent annual operating budget shall be subject to approval or disapproval within thirty (30) days of submission to Pawneethe Tribe, such approval not to be unreasonably withheld. Pawnee The Tribal Council may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved operating budgets from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes Manager agrees to keep Pawnee the Tribal Council informed regarding any items of revenue or expense that are reasonably anticipated to cause a material change to the operating budget previously approved by Pawneethe Tribal Council. Lakes Manager shall operate the Project Enterprise and make expenditures in connection therewith in accordance with such approved operating budget. In the event Pawnee the Tribal Council and Lakes Manager are unable to resolve any disputed portions of the proposed operating budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense for the corresponding line items by an amount determined by Lakes Manager which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee the Tribal Council and Lakes Manager have resolved the disputed items. (c) Lakes Manager shall prepare an annual capital expenditure budget and submit such budget to Pawnee the Tribe for approval by Pawnee the Tribal Council at least ninety (90) days prior to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes Manager to Pawnee the Tribe thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal Year. The proposed capital expenditure budgets shall be subject to approval or disapproval within thirty (30) days of submission to Pawnee the Tribe for approval, such approval not to be unreasonably withheld. Pawnee The Tribal Council may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved capital expenditure budgets from time to time during any budget year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes Manager agrees to keep Pawnee the Tribal Council informed and obtain PawneeTribe's approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to the capital expenditure budget previously approved by Pawneethe Tribal Council. Lakes Manager shall make capital expenditures in accordance with such approved capital expenditure budget.

Projections and Budgets. (a) The parties Within sixty (60) days following Manager’s receipt of the project budget relating to the development and construction of the Casino Facilities, the Manager shall use their its best efforts to project expected revenues and expenses for the first three two (32) years of Lakes' the Manager’s operation of the Project, and the projections, as described in the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectationsCasino Facilities. (b) Lakes The Manager shall prepare an initial operating budget for the first Fiscal Year of Project Casino Facilities operations under its management pursuant to this Management Agreement and submit the same to Pawnee the Company for approval by Pawnee the Company at least sixty (60) days prior to the Commencement anticipated Opening Date. Annual operating budgets shall be submitted by Lakes the Manager to Pawnee the Company thereafter by no later than thirty (30) days prior to the commencement of the next Fiscal Year. The proposed initial operating budget and each subsequent proposed annual operating budget (the “Proposed Budget”) shall be subject to approval or disapproval by the Company within thirty (30) 30 days of submission to Pawneeafter receipt, such approval not to be unreasonably withheld. Pawnee The Proposed Budget shall (i) set forth an estimated projection of all income and expenses for the ensuing Fiscal Year, projected revenue and miscellaneous income, and (ii) be prepared based on the best then current information available to Manager and although not intended to be a guarantee thereof, shall constitute Manager’s best efforts to accurately project levels of revenue and expenditures. Manager shall review the Proposed Budget with the Company. The Company may approve or disapprove of any item on such proposed budgetthe Proposed Budget. Upon approval by the Company, the Proposed Budget, as and to the extent revised during the review process, shall become the budget for the next full or partial Fiscal Year, as the case may be (together with the maintenance capital expenditure budget approved by the Company under Section 6.1(d) below for the same period, collectively, the “Approved Budget”). The parties Proposed Budget, as well as the Approved Budget shall provide for reserves if and to the extent required under any of the Control Agreements or otherwise directed by the Company. The Company and the Manager recognize that mutually agreeable adjustments may be made proposed by Manager and, if approved by the Company, made, to previously approved operating budgets Approved Budget from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes The Manager agrees to keep Pawnee informed promptly inform the Company regarding any items of revenue or expense that are reasonably anticipated to cause a material change to in the operating budget previously approved by PawneeCost of Operations or the performance of the Casino Facilities not in keeping with the Approved Budget. Lakes The Manager shall operate the Project Casino Facilities and make expenditures in connection therewith in accordance with such approved operating budgetthe Approved Budget. In the event Pawnee and Lakes are unable to resolve any disputed portions of the proposed operating budget Company does not approve the Proposed Budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense Approved Budget for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the prior Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee and Lakes have resolved the disputed itemsCompany approves the Proposed Budget. (c) Lakes Manager shall monitor the Approved Budget throughout the Fiscal Year and shall meet (on-site or by telephone) not less than one (1) time per calendar month with the Company for purposes of reviewing Casino Facilities operations and to make any revisions to the Approved Budget as may be required by the Company to maintain or improve profits and margins as originally budgeted and projected. In addition, upon the request of either party, from time to time, the other party shall meet (on-site or by telephone) with the requesting party to review and discuss the status of the Approved Budget as compared to the actual income and expenses of the Casino Facilities. To the extent necessary, Manager shall prepare and deliver to the Company revised projections of the income and expenses for the Casino Facilities for the balance of the then current Fiscal Year and, to the extent approved by the Company, such revised projections shall become part of the Approved Budget. (d) At the same time that Manager prepares and submits any Proposed Budget to the Company, Manager shall prepare and submit an annual summary of the estimated replacement and maintenance capital expenditure budget and submit such budget to Pawnee expenditures for approval by Pawnee prior the ensuing Fiscal Year to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes to Pawnee thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal YearCompany for approval. The proposed capital expenditure budgets shall (i) include estimates of (x) expenditures for Furnishings and Equipment, (y) expenditures for capital equipment not included in Furnishings and Equipment, and (z) expenditures for renovations, alterations, and rebuilding of the Casino Facilities, and (ii) be subject to approval or disapproval within thirty (30) days of submission to Pawnee for approval, such approval not to be unreasonably withheldby the Company. Pawnee Manager shall review said maintenance capital expenditure budgets with the Company. The Company may approve or disapprove of any item on such proposed budget. The parties Company and the Manager recognize that mutually agreeable adjustments may be made to previously approved maintenance capital expenditure budgets from time to time during any budget year, Fiscal Year to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes The Manager agrees to keep Pawnee informed promptly inform the Company and obtain Pawnee's the Company’s approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to in the Cost of Operations not in keeping with the maintenance capital expenditure budget previously approved by Pawneethe Company. Lakes The Manager shall make maintenance capital expenditures in accordance with such approved maintenance capital expenditure budget.

Projections and Budgets. (a) The parties Manager shall use their its best efforts to project expected revenues and expenses for the first three two (32) years of Lakes' the Manager’s operation of the Project, and the projections, as described in the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectationsCasino. (b) Lakes The Manager shall prepare an initial operating budget and business plan for the first Fiscal Year of Project Casino operations under its management pursuant to this Management Agreement and submit the same to Pawnee the Enterprise for approval by Pawnee the Enterprise at least one hundred twenty (120) days prior to the Commencement anticipated Opening Date. Annual operating budgets and business plans shall be submitted by Lakes the Manager to Pawnee the Enterprise thereafter by no later than thirty (30) days prior to the commencement of the next Fiscal Year. The proposed initial operating budget and plan and each subsequent proposed annual operating budget and plan (the “Proposed Budget” and the “Proposed Operating Plan” respectively) shall be subject to approval or disapproval within thirty in the Enterprise’s sole discretion. The Proposed Budget and Proposed Operating Plan shall (30i) days set forth an estimated projection of submission all income and expenses for the ensuing Fiscal Year, projected revenue and miscellaneous income, and (ii) be prepared based on the best then current information available to Pawnee, such approval Manager and although not intended to be unreasonably withhelda guarantee thereof, shall constitute Manager’s best efforts to accurately project levels of revenue and expenditures. Pawnee The Proposed Operating Plan shall include Manager’s detailed plan of operation for the Casino, including but not limited to marketing and advertising, game mix (including denominations and theoretical hold percentages), promotional items, hours of operation for all food and beverage venues, special events (including gaming tournaments and concerts), and surveillance and security. Manager shall review the Proposed Budget and Proposed Operating Plan with the Enterprise. The Enterprise may approve or disapprove of any item on such proposed budgetthe Proposed Budget and any item on or aspect of the Proposed Operating Plan. Upon approval by the Enterprise, the Proposed Budget, as and to the extent revised during the review process, shall become the budget for the next full or partial Fiscal Year, as the case may be (together with the maintenance capital expenditure budget approved by the Enterprise under Section 6.1(d) below for the same period, collectively, the “Approved Budget”). Upon approval by the Enterprise, the Proposed Operating Plan, as and to the extent revised during the review process, shall become the business plan for the next full or partial Fiscal Year, as the case may be (the “"Approved Operating Plan”). The parties Proposed Budget, as well as the Approved Budget, shall provide for reserves if and to the extent required under any of the Control Agreements or otherwise directed by the Enterprise. The Enterprise and the Manager recognize that mutually agreeable adjustments may be made proposed by Manager and, if approved by the Enterprise, made, to previously approved operating budgets Approved Budget and Approved Operating Plan from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes The Manager agrees to keep Pawnee informed promptly inform the Enterprise regarding any items of revenue or expense that are reasonably anticipated to cause a material change to in the operating budget previously approved by PawneeCost of Operations or the performance of the Casino not in keeping with the Approved Budget or the Approved Operating Plan. Lakes The Manager shall operate the Project Casino and make expenditures in connection therewith in accordance with such approved operating budgetthe Approved Budget and Approved Operating Plan. In the event Pawnee and Lakes are unable to resolve any disputed portions of the proposed operating budget Enterprise does not approve the Proposed Budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense Approved Budget for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the prior Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee and Lakes have resolved the disputed itemsEnterprise approves the Proposed Budget. Similarly, in the event the Enterprise does not approve the Proposed Operating Plan before commencement of the Fiscal Year, the Approved Operating Plan for the prior Fiscal Year shall be deemed to be in effect for that Fiscal Year until such time as the Enterprise approves the Proposed Operating Plan. (c) Lakes Manager shall monitor the Approved Budget and Approved Operating Plan throughout the Fiscal Year and shall meet (on-site or by telephone) not less than one (1) time per calendar month with the Enterprise for purposes of reviewing Casino operations and to make any revisions to the Approved Budget and/or Approved Operating Plan as may be required by the Enterprise to maintain or improve profits and margins as originally budgeted and projected. In addition, upon the request of either party, from time to time, the other party shall meet (on-site or by telephone) with the requesting party to review and discuss the status of the Approved Budget and Approved Operating Plan as compared to the actual income and expenses of the Casino. To the extent necessary, Manager shall prepare and deliver to the Enterprise revised projections of the income and expenses for the Casino for the balance of the then current Fiscal Year and, to the extent approved by the Enterprise, such revised projections shall become part of the Approved Budget and Approved Operating Plan. (d) At the same time that Manager prepares and submits any Proposed Budget to the Enterprise, Manager shall prepare and submit an annual summary of the estimated replacement and maintenance capital expenditure budget expenditures for the ensuing Fiscal Year and submit such budget to Pawnee for approval by Pawnee prior two Fiscal Years thereafter to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes to Pawnee thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal YearEnterprise for approval. The proposed capital expenditure budgets shall (i) include estimates of (x) expenditures for Furnishings and Equipment, (y) expenditures for capital equipment not included in Furnishings and Equipment, and (z) expenditures for renovations, alterations, and rebuilding of the Casino, and (ii) be subject to approval or disapproval within thirty by the Enterprise. Manager shall review said maintenance capital expenditure budgets with the Enterprise. For budgeting purposes, Manager shall obtain bids for items contemplated in the replacement and capital expenditures estimated for the first Fiscal Year of said budget, to the best of Manager’s ability; however, any expenditures reflected in said budget shall not be made by Manager without the approval of the Enterprise (30) days of submission except to Pawnee for approval, such approval not to be unreasonably withheldthe extent any particular expenditure is also contemplated and expressly included in the Approved Budget). Pawnee The Enterprise may approve or disapprove of any item on such proposed budget. The parties Enterprise and the Manager recognize that mutually agreeable adjustments may be made to previously approved maintenance capital expenditure budgets from time to time during any budget year, Fiscal Year to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes The Manager agrees to keep Pawnee informed promptly inform the Enterprise and obtain Pawnee's the Enterprise’s approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to in the Cost of Operations not in keeping with the maintenance capital expenditure budget previously approved by Pawneethe Enterprise. Lakes The Manager shall make maintenance capital expenditures in accordance with such approved maintenance capital expenditure budget. (e) Manager shall prepare and submit to the Enterprise for approval any business plan, including policies for comping and a marketing plan, floor plan, surveillance plan, security plan and any other plans required by the Kansas Lottery, all of which shall comply with the terms of the Lottery Facility Management Contract and be consistent with the Approved Budget and Approved Operating Plan. Manager agrees that all communications with Kansas Lottery or any other Governmental Authorities responsible for the implementation or administration of any Gaming Laws concerning the condition of the Casino, the details of development, construction, operations, submission of any business plan required under the Lottery Facility Management Contract and the renewal or modification of any Gaming License shall be subject to the prior approval and direction of the Enterprise; provided, however, the Manager and the Enterprise shall work together to develop a written protocol acceptable to the Enterprise pursuant to which certain ordinary-course communications between Manager and such Governmental Authorities may be permitted and a written protocol acceptable to the Enterprise for the handling, through the Enterprise, of all other communications with Governmental Authorities.

Projections and Budgets. (a) The parties Within thirty (30) days following receipt of a marketing study the Manager shall use their its best efforts to project expected revenues and expenses for the first three (3) years of Lakes' the Manager’s operation of the ProjectCasino Facilities, and shall provide any additional pro formas and/or projections which may be reasonably requested by the projections, as described in Enterprise related to its efforts to obtain financing for the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectationsproject. (b) Lakes The Manager shall prepare an initial operating budget and business plan for the first Fiscal Year of Project Casino Facilities operations under its management pursuant to this Management Agreement and submit the same to Pawnee the Enterprise for approval by Pawnee the Enterprise at least one hundred twenty (120) days prior to the Commencement anticipated Opening Date. Annual operating budgets and business plans shall be submitted by Lakes the Manager to Pawnee the Enterprise thereafter by no later than thirty (30) days prior to the commencement of the next Fiscal Year. The proposed initial operating budget and plan and each subsequent proposed annual operating budget and plan (the “Proposed Budget” and the “Proposed Operating Plan” respectively) shall be subject to approval or disapproval within thirty in the Enterprise’s sole discretion. The Proposed Budget and Proposed Operating Plan shall (30i) days set forth an estimated projection of submission all income and expenses for the ensuing Fiscal Year, projected revenue and miscellaneous income, and (ii) be prepared based on the best then current information available to Pawnee, such approval Manager and although not intended to be unreasonably withhelda guarantee thereof, shall constitute Manager’s best efforts to accurately project levels of revenue and expenditures. Pawnee The Proposed Operating Plan shall include Manager’s detailed plan of operation for the Casino Facilities, including but not limited to marketing and advertising, game mix (including denominations and theoretical hold percentages), promotional items, hours of operation for all food and beverage venues, special events (including gaming tournaments and concerts), and surveillance and security. Manager shall review the Proposed Budget and Proposed Operating Plan with the Enterprise. The Enterprise may approve or disapprove of any item on such proposed budgetthe Proposed Budget and any item on or aspect of the Proposed Operating Plan. Upon approval by the Enterprise, the Proposed Budget, as and to the extent revised during the review process, shall become the budget for the next full or partial Fiscal Year, as the case may be (together with the maintenance capital expenditure budget approved by the Enterprise under Section 6.1(d) below for the same period, collectively, the “Approved Budget”). Upon approval by the Enterprise, the Proposed Operating Plan, as and to the extent revised during the review process, shall become the business plan for the next full or partial Fiscal Year, as the case may be (the “Approved Operating Plan”). The parties Proposed Budget, as well as the Approved Budget shall provide for reserves if and to the extent required under any of the Control Agreements or otherwise directed by the Enterprise. The Enterprise and the Manager recognize that mutually agreeable adjustments may be made proposed by Manager and, if approved by the Enterprise, made, to previously approved operating budgets Approved Budget and Approved Operating Plan from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes The Manager agrees to keep Pawnee informed promptly inform the Enterprise regarding any items of revenue or expense that are reasonably anticipated to cause a material change to in the operating budget previously approved by PawneeCost of Operations or the performance of the Casino Facilities not in keeping with the Approved Budget or the Approved Operating Plan. Lakes The Manager shall operate the Project Casino Facilities and make expenditures in connection therewith in accordance with such approved operating budgetthe Approved Budget and Approved Operating Plan. In the event Pawnee and Lakes are unable to resolve any disputed portions of the proposed operating budget Enterprise does not approve the Proposed Budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense Approved Budget for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the prior Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee and Lakes have resolved the disputed itemsEnterprise approves the Proposed Budget. Similarly, in the event the Enterprise does not approve the Proposed Operating Plan before commencement of the Fiscal Year, the Approved Operating Plan for the prior Fiscal Year shall be deemed to be in effect for that Fiscal Year until such time as the Enterprise approves the Proposed Operating Plan. (c) Lakes Manager shall monitor the Approved Budget and Approved Operating Plan throughout the Fiscal Year and shall meet (on-site or by telephone) not less than one (1) time per calendar month with the Enterprise for purposes of reviewing Casino Facilities operations and to make any revisions to the Approved Budget and/or Approved Operating Plan as may be required by the Enterprise to maintain or improve profits and margins as originally budgeted and projected. In addition, upon the request of either party, from time to time, the other party shall meet (on-site or by telephone) with the requesting party to review and discuss the status of the Approved Budget and Approved Operating Plan as compared to the actual income and expenses of the Casino Facilities. To the extent necessary, Manager shall prepare and deliver to the Enterprise revised projections of the income and expenses for the Casino Facilities for the balance of the then current Fiscal Year and, to the extent approved by the Enterprise, such revised projections shall become part of the Approved Budget and Approved Operating Plan. (d) At the same time that Manager prepares and submits any Proposed Budget to the Enterprise, Manager shall prepare and submit an annual summary of the estimated replacement and maintenance capital expenditure budget and submit such budget to Pawnee expenditures for approval by Pawnee prior the ensuing Fiscal Year to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes to Pawnee thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal YearEnterprise for approval. The proposed capital expenditure budgets shall (i) include estimates of (x) expenditures for Furnishings and Equipment, (y) expenditures for capital equipment not included in Furnishings and Equipment, and (z) expenditures for renovations, alterations, and rebuilding of the Casino Facilities, and (ii) be subject to approval or disapproval within thirty by the Enterprise. Manager shall review said maintenance capital expenditure budgets with the Enterprise. For budgeting purposes, Manager shall obtain bids for items contemplated in the replacement and capital expenditures estimated for the first Fiscal Year of said budget, to the best of Manager’s ability; however, any expenditures reflected in said budget shall not be made by Manager without the approval of the Enterprise (30) days of submission except to Pawnee for approval, such approval not to be unreasonably withheldthe extent any particular expenditure is also contemplated and expressly included in the Approved Budget). Pawnee The Enterprise may approve or disapprove of any item on such proposed budget. The parties Enterprise and the Manager recognize that mutually agreeable adjustments may be made to previously approved maintenance capital expenditure budgets from time to time during any budget year, Fiscal Year to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes The Manager agrees to keep Pawnee informed promptly inform the Enterprise and obtain Pawnee's the Enterprise’s approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to in the Cost of Operations not in keeping with the maintenance capital expenditure budget previously approved by Pawneethe Enterprise. Lakes The Manager shall make maintenance capital expenditures in accordance with such approved maintenance capital expenditure budget. (e) Manager shall prepare and submit to the Enterprise for approval any business plan, including policies for comping and a marketing plan, floor plan, surveillance plan, and security plan, all of which shall be consistent with the Approved Budget and Approved Operating Plan.

Projections and Budgets. (a) The parties shall use have used their best efforts to project expected revenues and expenses for the first three (3) years of Lakes' operation of the ProjectEnterprise, and the projections, as described in the business plan to be submitted to the NIGC with this Management Amended Memorandum Agreement, represent the parties' mutual expectations. (b) Lakes LKAR shall prepare a budget for the Initial Costs of Operation and submit such budget to the Tribe, for approval by the Tribal Council or its designated representative, within one hundred twenty (120) days of execution of this Amended Memorandum Agreement. LKAR shall also prepare an initial operating budget for the first Fiscal Year of Project operations under its management pursuant to this Management Agreement year and submit the same to Pawnee the Tribe for approval by Pawnee the Tribal Council at least ninety (90) days prior to the Commencement Date. Annual operating budgets shall be submitted by Lakes the Enterprise's general manager to Pawnee the Tribe thereafter by no later than thirty (30) days prior to the commencement of the next each succeeding Fiscal Year. The proposed initial operating budget and each subsequent annual operating budget shall be subject to approval or disapproval within thirty (30) days of submission to Pawneethe Tribe, such approval not to be unreasonably withheld. Pawnee may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved operating budgets from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to LKAR, shall keep Pawnee the Tribe informed regarding any items of revenue or expense that are reasonably anticipated to cause a material change to the operating budget previously approved by Pawneethe Tribe. Lakes shall operate the Project and make expenditures in connection therewith in accordance with such approved operating budget. In the event Pawnee and Lakes are unable to resolve any disputed portions of the proposed operating budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee and Lakes have resolved the disputed items.Shingle Springs Development/Management Contract 10/13/03 revision (c) Lakes LKAR shall prepare an annual capital expenditure budget and submit such budget to Pawnee the Tribe, for approval by Pawnee the Tribal Council or its designated representative, at least ninety (90) days prior to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes the Enterprise's general manager to Pawnee the Tribe thereafter by no later than thirty (30) days prior to the commencement of each teach succeeding Fiscal Year. The proposed capital expenditure budgets shall be subject to approval or disapproval within thirty (30) days of submission to Pawnee the Tribe for approval, such approval not to be unreasonably withheld. Pawnee may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved capital expenditure budgets from time to time during any budget year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to LKAR, through the Enterprise's general manager, shall keep Pawnee the Tribe informed and obtain Pawneethe Tribe's approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to the capital expenditure budget previously approved by Pawnee. Lakes shall make capital expenditures in accordance with such approved capital expenditure budgetthe Tribe.

Projections and Budgets. (a) The parties shall use their best efforts to project expected revenues and expenses for the first three (3) years of Lakes' operation of the Project, and the projections, as described in the business plan to be submitted to the NIGC with this Management Agreement, represent the parties' mutual expectations. (b) Lakes shall prepare an initial operating budget for the first Fiscal Year of Project operations under its management pursuant to this Management Agreement and submit the same to Pawnee for approval by Pawnee prior to the Commencement Date. Annual operating budgets shall be submitted by Lakes to Pawnee thereafter Kickapoo by no later than thirty (30) days prior to the commencement of the next Fiscal YearYear for the operation of the Project. The proposed initial operating budget and each subsequent Each annual operating budget shall be subject to approval or disapproval within thirty (30) days of submission to PawneeKickapoo, such approval not to be unreasonably withheld. Pawnee Kickapoo may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved operating budgets from time to time during any Fiscal Year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to keep Pawnee Kickapoo informed regarding any items of revenue or expense that are reasonably anticipated to cause a material change to the operating budget previously approved by PawneeKickapoo. Lakes shall operate the Project and make expenditures in connection therewith in accordance with such approved operating budget. In the event Pawnee Kickapoo and Lakes are unable to resolve any disputed portions of the proposed operating budget before commencement of the Fiscal Year, the undisputed portions of the operating budget shall be deemed adopted and approved, and those line items in dispute shall be determined by increasing the preceding Fiscal Year's actual expense for the corresponding line items by an amount determined by Lakes which does not exceed the increase in the Consumer Price Index for All Urban Consumers published by the U.S. Bureau of Labor Statistics, U.S. City Average, all items (1997-98=100), or any successor or replacement index thereto, for the Fiscal Year prior to the Fiscal Year with respect to which adjustment to the line item(s) is being calculated. The resulting adjusted operating budget shall be deemed to be in effect for that Fiscal Year until such time as Pawnee Kickapoo and Lakes have resolved the disputed items. (c) Lakes shall prepare an annual capital expenditure budget and submit such budget to Pawnee Kickapoo for approval by Pawnee Kickapoo prior to the Commencement Date. Annual capital expenditure budgets shall be submitted by Lakes to Pawnee Kickapoo thereafter by no later than thirty (30) days prior to the commencement of each succeeding Fiscal Year. The proposed capital expenditure budgets shall be subject to approval or disapproval within thirty (30) days of submission to Pawnee Kickapoo for approval, such approval not to be unreasonably withheld. Pawnee Kickapoo may approve or disapprove of any item on such proposed budget. The parties recognize that mutually agreeable adjustments may be made to previously approved capital expenditure budgets from time to time during any budget year, to reflect the impact of unforeseen circumstances, financial constraints, or other events. Lakes agrees to keep Pawnee Kickapoo informed and obtain PawneeKickapoo's approval regarding any projects or expenditures that are reasonably anticipated to cause a material change to the capital expenditure budget previously approved by PawneeKickapoo. Lakes shall make capital expenditures in accordance with such approved capital expenditure budget.