Set out below are titles and brief outlines of the main Agreements that have legal effect and bearing on each First Nation with regard to the Casino Rama net revenues. Each Chief/Council should have a copy of these legal agreements in their possession and we encourage you refer to the Agreements in their entirety for detail, accuracy, reliability and interpretation. The Agreements are also available on the OFNLP web site.

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AGREEMENTS BY TITLE

1. Casino Rama Revenue Agreement.
2. Ontario First Nations Limited Partnership Agreement Among Ontario First Nations General Partner Inc And Each Ontario First Nation Who Is Admitted To The Partnership As A Limited Partner.
3. Shareholders Agreement - Ontario First Nations General Partner Inc. And Each Ontario First Nation Who Is A Shareholder.

1. CASINO RAMA REVENUE AGREEMENT

The Province and the Ontario First Nations, as represented by the Chiefs of Ontario, agreed to the establishment of an Ontario First Nations Casino as a vehicle to enhance among other things, the growth and capacity of Ontario First Nations in respect to community development, health, education, economic development and cultural development.

The Complex was established on the reserve lands of Mnjikaning First Nation.

Subject to the terms of this Agreement, the Province agrees that the Ontario First Nations as represented by the Limited Partnerships are to receive the Accumulated Net Revenues and the Ongoing Net Revenues in respect of the Complex, as long as the Complex continues to be conducted and managed by the Ontario Lottery and Gaming Corporation (OLGC) or the Province . . . or OLGC or the Province is entitled to Ongoing Net Revenues, whichever is later.

The CASINO RAMA REVENUE AGREEMENT has effect and force between Her Majesty The Queen In The Right Of Ontario, Ontario Lottery And Gaming Corporation, Ontario First Nations Limited Partnership and Mnjikaning First Nation Limited Partnership.

2. ONTARIO FIRST NATIONS LIMITED PARTNERSHIP AGREEMENT

The Province of Ontario agreed with First Nations to the establishment of a commercial casino on a First Nations Territory in Ontario.

First Nations agreed to a process whereby First Nations wishing to do so would submit proposals to establish such a casino on their territory.

The successful proposal was that of Mnjikaning and Casino Rama was built on its territory, opened for business on August 1, 1996 and has been operating since then.

Following the selection of the Mnjikaning proposal, First Nations and the Province of Ontario entered into negotiations and an agreement in principle regarding, among other things, the terms on which the net revenues from Casino Rama would be transferred to and used by the First Nations.

In December 1998, First Nations approved the use of one or more limited partnerships as the basic business organization to monitor Casino Rama and for the receipt, administration and distribution of net revenues from Casino Rama.

The Partners are entering into this Agreement for the purposes of setting out the manner in which their relationship as partners will be governed.

ARTICLE 1 : INTERPRETATION

“Approved Purposes” means, in respect of all Net Cash, Future Generations Amounts, Future Generations Contributions and Investment Income in respect thereof:

(d) capital and/or operating expenditures by Limited Partners in respect of (i) community development, (ii) health, (iii) education, (iv) economic development, and (v) cultural development, of First Nations and their territories and members, and any matters ancillary thereto;

provided that:

(v) the service and repayment of any Indebtedness existing at the date hereof in respect of any of the foregoing purposes, and of any Indebtedness incurred subsequent to the date hereof in respect of any of the foregoing purposes, and the defense and enforcement of any rights or claims in respect of the foregoing purposes, shall be deemed to be for Approved Purposes;

(w) where, in respect of Indebtedness incurred prior to the date of this Agreement:

(i) there is some evidence that the Indebtedness was incurred for one or more of the purpose referred to in this definition; and

(ii) the lack of more complete evidence is reasonably attributable to one or more of the period of time that has passed since the incurrence of such Indebtedness, any loss of records due to fire, flood or other reasons beyond the Limited Partner’s control, consolidation or other refinancing of Indebtedness, or limitations of record-keeping of the Limited Partner due to its limited size, remoteness or lack of financial resources, and then the Joint Appointee appointed under the Revenue Agreement shall be entitled to resolve any reasonable doubt whether Indebtedness was incurred for one or more of the purposes referred to in this definition, in accordance with the Revenue Agreement.

(y) the foregoing Approved Purposes shall be interpreted and applied to include within their meaning and scope the cultures, traditions, values, beliefs, methods and practices of the First Nations and/or the relevant First Nation activities and purposes that are in furtherance thereof; and

(z) the parties hereto recognize that many expenditures could reasonably be categorized as being in respect of more than one of the foregoing purposes;

“Default”, “Default Notice”, “Defaulting Partner” and “Default-Induced Suspension of Distributions” have the respective meanings attributed thereto in Article 11.

“Formula” means: (i) for the Initial Period, the Formula Share of Net Cash and the Formula Share of Future Generations Fund, as applicable; and (ii) for any Subsequent Period, such formula arrangements for sharing and distribution of distributable amounts among Limited Partners as the Chiefs in Assembly, having considered the terms of the Revenue Agreement in this regard, may determine from time to time, for such Subsequent Period.

“Formula 2” means the Net Revenue Distribution Formula No. 2 which was considered but not adopted by the Chiefs in Assembly during December 15-17, 1998 in Toronto as described in Schedule 1.1 hereto.

“Formula Share” for any Limited Partner at any time means that each Limited Partner’s entitlement to Net Cash and to the Future Generations Fund pursuant to the Formula as it applies to that Limited Partner.

“Formula Share of Future Generations Fund” (for the Initial Period) means for any Limited Partner at any time, an amount equal to the aggregate of such of the following as applies to that Limited Partner:

(a) for each Limited Partner: the Base Factor, multiplied by the Future Generations Fund, divided by the Base Number;

(b) for each Limited Partner: the Population Factor, multiplied by the Future Generations Fund multiplied by a fraction, the numerator of which is that Limited Partner’s then-current population and the denominator of which is the then-current Population Total; and

(c) for each Limited Partner that is a Remote First Nation: the Remoteness Factor, multiplied by the Future Generations Fund, divided by the Remote Number;

provided that, for any calculation in respect of two or more Fiscal Years, the total calculation will be the sum of calculations for each Fiscal Year using the Base Number, Population, Population Total and Remote Number applicable to such Fiscal Year; and further provided that the Base Number, Population, Population Total and Remote Number for the Fiscal Year ending March 31, 2000 shall be deemed to apply to all prior Fiscal Years in the Initial Period.

“Formula Share of Net Cash” (for the Initial Period) means for any Limited Partner at any time, an amount equal to the aggregate of such of the following as applies to that Limited Partner:

(a) for each Limited Partner: the Base Factor, multiplied by the Net Cash on hand less the Income (FG) Amount on hand, divided by the Base Number;

(b) for each Limited Partner: the Population Factor, multiplied by the Net Cash on hand less the Income (FG) Amount on hand, multiplied by a fraction, the numerator of which is that Limited Partner’s then-current Population and the denominator of which is the then-current Population Total;

(c) for each Limited Partner that is a Remote First Nation: the Remoteness Factor, multiplied by the Net Cash on hand less the Income (FG) Amount on hand, divided by the Remote Number;

(d) with respect to the Income (FG) Amount, for each Limited Partner that is a Large First Nation, the Shortfall Compensation for that Limited Partner to such time:

provided that, for any calculation in respect of two or more Fiscal Years, the total calculation will be the sum of calculations for each such Fiscal Year using the Base Number, Population, Population Total and Remote Number applicable to such Fiscal Year; and further provided that the Base Number, Population, Population Total, and Remote Number for each Fiscal Year ending March 31, 2000 shall be deemed to apply to all prior Fiscal Years in the Initial Period.

“Future Generations Amount” (for the Initial Period) means in respect of each Transferred LP Amount, 25% thereof, less an amount equal to that part of the Large First Nations Imputed Interest Entitlement which is related thereto.

“Future Generations Fund” means all Future Generations Amounts, any Future Generations Contributions pursuant to Article 9 and all Investment Income in respect thereof (other than Investment Income earned on Future Generations Amounts during the Initial Period not exceeding the Shortfall Amount); and for greater certainty excludes all Income (FG) Amounts not exceeding the Shortfall Amount.

“Indebtedness” means all indebtedness for borrowed money, all indebtedness under any conditional sale or other title retention agreement, all liabilities represented by a note or other evidence of indebtedness, all obligations under leases, all guarantees of indebtedness of another Person and all other liabilities of a Person.

“Initial Period” means the five year period beginning August 1, 1996 and ending July 31, 2001.

“Investment Income” means interest, dividends, capital gains, ordinary income and other returns realized in respect of any Net Cash, Future Generations Amount or Future Generations Contribution, net of applicable taxes, but does not include the capital amount thereof, but does include further returns realized on reinvestment of such returns.

“Joint Appointee” has the meaning ascribed to it in the Revenue Agreement.

“Large First Nation” (for the Initial Period) means each of the Mohawk Council of Akwesasne, the Mohawks of the Bay of Quinte, the Six Nations of the Grand River Territory and the Wikwemikong Unceded Indian Reserve.

“Large First Nations Imputed Interest Entitlement” (for the Initial Period) means the amount of interest (including compound interest) or other investment returns or compensation paid or payable in respect of 25% of each Transferred LP Amount from the respective dates of the Province’s or OLGC’s receipt of the related Net Revenues to the respective dates same are transferred to the Partnership pursuant to the Revenue Agreement.

“Net Cash” (for the Initial Period) means, in respect of any period means the amount, if any, by which:

(a) the aggregate of:

(i) 75% of each Transferred LP Amount on hand;
(ii) all income (FG) Amounts on hand not exceeding the Shortfall Amount; (iii) all Income (Other) Amounts on hand and;
(iv) all amounts set aside as Accruals at the commencement of such period;

exceeds:

(b) the aggregate of:

(i) all cash expenditures of the Partnership during such period related to Expenses; and
(ii) all amounts set aside as Accruals at the end of such period

all calculated without duplication, subject to any restrictions on distributions pursuant to the terms of this Agreement or the Metís Litigation Agreement.

“Population Factor” (for the Initial Period) means 50%.

“Population Total” means, for any First Nations Year, the total of all Populations of all First Nations for that period.

“Permitted Interim Investments” means any investment referred to in Schedule 1.1G.

“Remote First Nation” means, at any time, any First Nation then named in Schedule 1.1H hereto, subject to any additions to or deletions from Schedule 1.1H as may be determined by the Chiefs of Ontario to be appropriate from time to time (and Schedule 1.1H shall be amended accordingly in accordance with Section 1.9).

“Remote Number” means, at any time, the number of Remote First Nations at that time.

“Remoteness Factor” (for the Initial Period) means 10%.

“Revenue Agreement” means the Casino Rama Revenue Agreement, to be entered into concurrently with the Protocol Agreement and the Metís Litigation Agreement, among the Partnership, Mnjikaning Partnership, the Province and OLGC, substantially in the form of the most recent draft provided to the Limited Partners subject to such alterations as may be provided by the General Partner as evidenced by its execution of same.

“Revenue Agreements” means the Revenue Agreement, the Metís Litigation Agreement, the Protocol Agreement, the MFN Limited Partnership Agreement, (as defined in the Revenue Agreement), the Shareholders Agreement and this Agreement.

Schedules. The following are the Schedules to this Agreement and shall have the same force and effect as if the information contained therein were contained in the body of this Agreement:

Schedule 1.1A Approved Investments
Schedule 1.1B List of First Nations
Schedule 1.1C Formula 2
Schedule 1.1D (form of) General Partner Unit Certificate
Schedule 1.1E (form of) Limited Partner Unit Certificate
Schedule 1.1F Schedule of Near Bands
Schedule 1.1H Remote First Nations
Schedule 1.1I (form of) Subscription Agreement
Schedule 6.6(b) (form of) Notice and Undertaking of Near/Sister First Nation
Schedule 11.1 (form of) Limited Partner Report on Distribution and Expenses
Schedule 11.2 (form of) Partnership Report to the Province

ARTICLE 2 : FORMATION OF PARTNERSHIP AND RELATIONSHIP BETWEEN PARTNERS

2.1.1 Formation. The General Partner and the Limited Partners hereby form a limited partnership under the provisions of the Act. The rights, restrictions and liabilities of the Partners shall be provided in the Act except as herein otherwise expressly provided.

2.3 Business of the Partnership. The business of the Partnership shall be to monitor the Complex and to receive, administer, invest and distribute that portion of the net revenues from the Complex to which the Partnership may from time to time be entitled pursuant to the Revenue Agreements, including acting pursuant to those Revenue Agreements to which the Partnership is party; investing in Permitted Interim Investments and Approved Investments, making distributions of Net Cash and Future Generations Fund and receiving and making reports on the uses of Transferred LP Amounts and Investment Income, all in accordance with the terms hereof, (collectively, the “Business”) but, for greater certainty, none of the First Nations Activities (as defined in the definitions of “Business” in Section 1.1) shall be or be regarded as part of the Business. The Partnership shall carry on the Business and shall further authorized to exercise all powers ancillary and incidental thereto or reasonably in furtherance thereof. The Partnership shall not carry on any business other than the Business.

ARTICLE 7: APPROVED PURPOSES

(1) The Partnership shall use all Transferred LP Amounts, Future Generation Contributions and Investment Income in respect thereof only for Approved Purposes applicable to the Partnership.

(2) Limited Partners shall use (a) all amounts received pursuant to Article 6, and (b) all Investment Income from Approved Investments or Permitted Interim Investments by or on behalf of them only for Approved Purposes applicable to the Limited Partners.

(3) Without limiting the generality of subsection (2), Limited Partners shall use Future Generations Fund distributed to them only for Approved Purposes that are for the benefit of Future generations of First Nations.

ARTICLE 11: REPORTING TO THE PROVINCE

11.1 Limited Partners Reports and Information. Each Limited Partner which has for a Fiscal Year received a distribution pursuant to Article 6 hereof shall:

(a) within 120 days following the end of each Fiscal Year, deliver to the General Partner an audited financial statement for the distributions and expenses during the Fiscal Year, which shall show the expenses by categories set forth in paragraph (e) of the definition of Approved Purposes, and the amount of such expenses that, in the reasonable opinion of the Limited Partner, are for the benefit of future generations, and shall be substantially in the form of Schedule 11.1; and

(b) within the periods provided for in the Revenue Agreement, comply with any requests for reports, documents or other information requested by the General Partner or by the Joint Appointee pursuant to the Revenue Agreement.

11.2 Limited Partner Default in Reporting or Other Obligations. Each Limited Partner acknowledges and agrees that:

(a) in the event of any breach of or non-compliance with its obligations under this Agreement or its Acknowledgement and Consent (including any breach of or non-compliance with Section 9.8 of the Revenue Agreement, if applicable, in respect of such Limited Partner) (a “Default”) by such Limited Partner (a “Defaulting Partner”), the Partnership shall be entitled (without limitation to the rights and remedies of the parties hereto):

(i) to give notice (the “Default Notice”) to such Defaulting Partner setting out a summary description of the Default; and

(ii) in the vent that the Defaulting Partner shall not have cured such Default within 60 days of the Default Notice being given (or such shorter period as may be available under the Revenue Agreement, as stated in the Default Notice) to withhold such Limited Partner’s Formula Share and further distributions until the Defaulting Partner has cured the Default or such other time as may be required or permitted and granted pursuant to the Revenue Agreement (such remedy being referred to herein as a “Default-Induced Suspension of Distributions”); and

(b) the Partnership may be obliged under the Revenue Agreement to exercise its rights and remedies in respect of a Default, including imposing a Default-Induced Suspension of Distributions, without the prior delivery of a Default Notice.

11.5 Reports and Information Available to Members of Limited Partners. Each Limited Partner shall permit any persons who are members of that First Nation to examine copies of financial statements, reports and other documents and information provided by such Limited Partner to the Partnership or the Joint Appointee pursuant to this Agreement, at such reasonable times and as often as may be requested by any such persons, and the Limited Partner shall answer any inquiries which persons make, fully and fairly and to the best of its ability.

MISCELLANEOUS

19.1 Gaming on First Nation Territories. Each Limited Partner agrees that, to the extent that such Limited Partner conducts gaming activity on its First Nation territories, such gaming activity will be conducted in accordance with applicable law.

3. SHAREHOLDERS AGREEMENT

Those First Nations who have executed this Agreement and each First Nation who from time to time executes this Agreement or a counterpart hereof and who becomes a holder of shares in the capital of the Corporation in accordance with the terms hereof (collectively, the “Shareholders” and individually a Shareholder”).

The Corporation has an authorized capital consisting of 133 common shares. As of the date hereof, each Shareholder is the registered holder of one common share in the capital of the Corporation.

The Corporation is the general partner in Ontario First Nations Limited Partnership (the “Partnership”) and each Shareholder is a limited partner in the Partnership.

The purpose of this Agreement is to provide for the election of a board of directors of the Corporation, the accommodation of certain observers, the appointment of officers, reporting obligations and certain other matters in accordance with the agreement among the Shareholders and with the Revenue Agreement and the Protocol Agreement in these regards.

No Shareholder intends, by virtue of or pursuant to this Agreement or otherwise, to take part in the control of the business of the Partnership.

PURPOSE OF FUNDS

The funds can only be used for one or more of the following purposes with regard to capital and operational expenditure:

(1) Community Development; (2) Health; (3) Education; (4) Economic Development; (5) Cultural Development.

* Funds may be used to retire and service debt, as long as the debt was accumulated in relation to one or more of the five purposes.

The five purposes permit the First Nation to use funds based on local priorities and values as they evolve over time. However, the purposes do have a core meaning. When funds are spent, they must be spent for the public good in one or more of the five purposes of funds. These restrictions include any and all interest earned by investment. Those interest monies earned must also eventually be expended against the five purposes. Monies invested must be invested in accordance with the Permitted Interim Investment Schedule and/or the Approved Investment Schedule.

If a First Nation engages in a simple individual or per capita distribution, that would be viewed as a default of the Agreements, and remedial action by the Partnership would occur, including, but not limited to, the suspension of further net revenue distributions, until the breach is remedied.

At the same time, the spending purposes in the Agreement are broad enough to cover most legitimate public projects and activities.

OTHER AGREEMENTS OF INTEREST

While not outlined in this Brief, the following Agreements are also important and should be reviewed:

1. Metís Litigation Agreement;
2. Casino Rama Protocol Agreement;
3. Mnjikaning First Nation Limited Partnership Agreement

Chiefs/Councils have these Agreements in their possession. The Agreements are also available from the OFNLP website: www.ofnlp.org.

Note: This document contains agreement excerpts only. First Nation Limited Partners are encouraged to review the complete agreements in their possession. This document is provided for information purposes only.