Inn of the Mountain Gods extends private exchange offer for 12% notes

New York, Jan. 7 - Inn of the Mountain Gods Resort and Casino said it has extended its private offer to exchange its outstanding 12% senior notes due 2010 for two series of new notes and cash.

The expiration is now 5 p.m. ET on Jan. 21, delayed from 5 p.m. ET on Jan. 7.

As of the old deadline, holders had tendered $73,797,000 of the existing notes.

The issuer said the additional time is to allow for the receipt of necessary regulatory approvals.

For each $1,000 principal amount of existing notes, holders will receive $300 principal amount of new 8¾% senior notes due 2020 (the "first-out notes"), $675 principal amount of new senior pay-in-kind notes due 2020 (the "second-out notes") and a pro rata amount of $18 million in cash.

The exchange offer will expire at 5 p.m. ET on Jan. 7.

The offer is subject to the receipt of tenders for at least 99.5% of the outstanding principal amount of the existing notes and the company's receipt of written documentation from the National Indian Gaming Commission providing that the indenture governing the new notes and the primary collateral documents are not management contracts required to be approved by the chairperson of the commission.

The new notes will be guaranteed by the company's existing and future restricted subsidiaries. They will be secured by (1) a first-priority security interest perfected under the laws of the Apache Tribe of the Mescalero Reservation in (a) the company's and the guarantors' revenues prior to their deposit into a deposit account and (b) any assets distributed by the company or any guarantor to the tribe or any of its affiliates if that distribution was not permitted by the terms of the indenture governing the new notes; and (2) a first-priority security interest perfected under applicable law in (a) the deposit accounts owned by the company and the guarantors and (b) all of the company's and the guarantors' personal property, in each case, other than excluded assets.

The exchange offer is only being made to qualified institutional buyers as defined in Rule 144A under the Securities Act, institutional accredited investors as defined under Regulation D, non-institutional accredited investors as defined under Regulation D and persons other than "U.S. Persons" as defined under Regulation S.

i-Deal LLC (212 849-5000 or 888 593-9546) is the exchange agent and information agent for the offer.

Inn of the Mountain Gods is a Mescalero, N.M.-based resort and casino owned by the Mescalero Apache tribe.

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