2021 -- H 5223

========

LC001065

========

     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

____________

A N   A C T

RELATING TO ENABLING THE STATE LOTTERY DIVISION OF THE DEPARTMENT OF

REVENUE TO CONTRACT WITH IGT GLOBAL SOLUTIONS CORPORATION AND

TWIN RIVER

     Introduced By: Representatives Shekarchi, Blazejewski, Abney, Ackerman, Shallcross
Smith, Kennedy, and Corvese

     Date Introduced: January 29, 2021

     Referred To: House Finance

     It is enacted by the General Assembly as follows:

     SECTION 1. Purpose. The purpose of this act is, among other things: (a) To authorize the

State Lottery Division of the Department of Revenue (the "Division") to agree to an extension of

the Division's partnership with IGT Global Solutions Corporation, a Delaware corporation ("IGT"),

including maintaining a regional headquarters in the City of Providence, Rhode Island; and (b) To

authorize the Division to agree to an extension of the Division's partnership with the Rhode Island

Affiliates of Bally's Corporation, a Delaware corporation ("Bally"), including an expansion of the

Lincoln Gaming Facility. This act shall be liberally construed to effectuate its purposes.

     SECTION 2. Definitions.

     (a) In this act, capitalized terms not otherwise defined shall have the meanings given them

in Section 42-61.2-1 of the General Laws as of the effective date of this act after giving effect to

the amendments thereto pursuant to Section 5 of this act.

     (b) In this act:

     (1) "Affiliate" means a Person that directly, or indirectly through one or more

intermediaries, controls, is controlled by or is under common control with a Person;

     (2) "Control" means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, whether through the ownership of voting

securities, by contract or otherwise;

     (3) "Eligible Third Party" means any Person which (acting jointly with IGT or Bally or at

the direction of IGT or Bally (as applicable)) owns, leases or finances any of the IGT Investment

Obligation Assets (as defined in Section 3(a)(ix)(A) of this act) or the assets associated with the

Twin River Investment Obligation (as defined in Section 10 of this act);

     (4) "FTE" means a full time equivalent employee, which, for the purposes of Section 3 of

this act, shall mean 2,080 hours of employment of one or more individuals in a year by IGT or an

Affiliate employed in the State, which hours of employment shall include vacation time, sick time,

disability time, personal time or other time for which an employer in the State must pay the

employee. For purposes of Section 3 of this act, "FTE" shall include, without limitation, employees

of outsourcing and consulting service providers and temporary employees retained through an

employment agency in the State. For employees who are not paid on an hourly basis, each full-time

salaried employee employed for a full year shall be deemed to work 2,080 hours per year, and each

salaried part-time employee shall be deemed to work a proportionate share of the 2,080 hours based

on the hourly commitment set forth in such employee's job description. The hours attributed to

salaried employees shall be prorated for any employees who are employed for less than a full year.

     (5) "IGT Master Contract" means the Master Contract dated as of May 12, 2003 by and

between the Division and IGT, as amended (authorized pursuant to Chapter 33 of the 2003 Public

Laws);

     (6) "Joint Venture" means a Delaware limited liability company to be owned by IGT or

Affiliates of IGT and Bally or Affiliates of Bally and controlled by IGT or an Affiliate of IGT,

which Joint Venture shall be regulated by the Division as a Technology Provider; and

     (7) "Person" means a natural person, corporation, limited liability company, partnership

(general or limited), joint venture, estate, trust or unincorporated association, any federal, state,

county, or municipal government or any bureau, department or agency thereof, any fiduciary acting

in such capacity, on behalf of any of the foregoing, or any other legal or business entity or

organization.

     SECTION 3. Authorization and empowerment of State Lottery Division with respect to

IGT. Notwithstanding any provisions of the General Laws of the state or regulations adopted

thereunder to the contrary, including, without limitation, the provisions of Chapter 2 of Title 37,

Chapter 61 of Title 42, and Chapter 64 of Title 42, the Division is hereby authorized and

empowered:

     (a) To enter into an amendment (the "IGT Master Contract Amendment") to the IGT Master

Contract, which shall extend the term of the IGT Master Contract under the terms and conditions

set forth therein, as amended pursuant to Section 3 and Section 4 of this act and as may be otherwise

amended in accordance with its terms, through June 30, 2043 (the "Extended Expiration Date"),

LC001065 - Page 2 of 29

and shall, among other matters:

     (i) Extend the term of the On-Line Gaming Agreement dated as of January 29, 1997 by and

between IGT and the Division, as amended (including, without limitation, by Section 11 of the IGT

Master Contract) (the "On-Line Lottery Agreement"), under the terms and conditions set forth

therein, as amended pursuant to Section 3 and Section 4 of this act and as may be otherwise

amended in accordance with its terms, through the Extended Expiration Date;

     (ii) Extend the term of the Video Lottery Central Computer System Agreement dated as of

December 20, 2001 by and between IGT and the Division, as amended (including, without

limitation, by Section 12 of the IGT Master Contract) (the "Video Lottery Agreement"), under the

terms and conditions set forth therein, as amended pursuant to Section 4 of this act and as may be

otherwise amended in accordance with its terms, through the Extended Expiration Date;

     (iii) Extend the term of the Video Lottery Terminal Technology Provider License

Agreement dated as of September 28, 2000 by and between IGT and the Division, as amended

(including, without limitation, by Section 13 of the IGT Master Contract) (the "VLT Agreement"),

under the terms and conditions set forth therein, as amended pursuant to Section 4 of this act and

as may be otherwise amended in accordance with its terms, through the Extended Expiration Date;

     (iv) Extend the term of the Instant Ticket Vending Machine Agreement dated October 21,

1999 between IGT and the Division (the "Instant Ticket Vending Machine Agreement"), as

amended (including, without limitation, pursuant to Section 8.2 of the IGT Master Contract), under

the terms and conditions set forth therein, as may be otherwise amended in accordance with its

terms, through the Extended Expiration Date;

     (v) Extend the term of the Instant Ticket Agreement dated as of June 30, 2016 by and

between the Division and IGT (the "Instant Ticket Agreement"), as amended, under the terms and

conditions set forth therein, as may be otherwise amended in accordance with its terms, through

the Extended Expiration Date;

     (vi) Extend the term of the Website Services Agreement dated as of January 9, 2019 by

and between the Division and IGT (the "Website Services Agreement") under the terms and

conditions set forth therein, as may be otherwise amended in accordance with its terms, through

the Extended Expiration Date;

     (vii) Provide for the purchase by IGT from the Division for the price of twenty-five million

dollars ($25,000,000) (the "Second Intangible Asset Purchase Price"), twelve million five hundred

thousand dollars ($12,500,000) of which shall be paid on or before June 30, 2023 and twelve

million five hundred thousand dollars ($12,500,000) of which shall be paid on or before June 30,

2024, of the right of IGT to be the exclusive provider to the Division of products and services

LC001065 - Page 3 of 29

(except with respect to Online sports wagering as otherwise provided by the First Amendment to

the Sports Betting Agreement effective on or about July 5, 2019 between the Division and IGT, a

Nevada corporation, as amended from time to time) pertaining to:

     (A) Online lottery systems, online lottery terminals and related equipment;

     (B) Central communication systems;

     (C) Video Lottery Terminals for the period commencing on January 1, 2023 (the "JV

Effective Date") and expiring on the Extended Expiration Date (with such exclusive rights to be

exercised solely through the Joint Venture pursuant to the assignment effected by the Assignment

and Assumption Agreement (as defined in Section 3(b)(ii) of this act) for the period commencing

on the JV Effective Date and expiring on the Extended Expiration Date);

     (D) Instant ticket vending machines;

     (E) Instant tickets;

     (F) The processing of on line, instant ticket and video lottery transactions;

     (G) "Lottery" games (traditional online lottery and instant ticket lottery games made

available to players through the use of the internet through computers, mobile applications on

mobile devices or other interactive devices approved by the Division);

     Notwithstanding subparagraphs (A) through (G) above, the payment of the Second

Intangible Asset Purchase Price shall not entitle IGT to the right to be the exclusive provider of

games (other than traditional online lottery and instant ticket lottery games) through the use of the

internet through computers, mobile applications on mobile devices or other interactive devices

approved by the Division;

     (viii) Provide that:

     (A) The rates pursuant to which the Division is obligated to compensate IGT pursuant to

the On-Line Lottery Agreement shall be as follows:

     Annual Sales Rate

     Sales to $275 million 5.00%

     Sales from above $275 million to $400 million 4.00%

     Sales above $400 million 5.00%

     (B) The rates pursuant to which the Division is obligated to compensate IGT pursuant to

the Video Lottery Agreement, the Instant Ticket Vending Machine Agreement, the Instant Ticket

Agreement and the Website Services Agreement shall remain unchanged;

     (C) The rates pursuant to which the Division is obligated to compensate IGT prior to the

JV Effective Date and the Joint Venture from and after the JV Effective Date pursuant to the VLT

Agreement shall remain unchanged;

LC001065 - Page 4 of 29

     (ix) Obligate IGT to, among other matters:

     (A) Invest or cause to be invested by an Affiliate or an Eligible Third Party in the aggregate

at least one hundred fifty million dollars ($150,000,000) in the state (the "Second IGT Investment

Obligation") in connection with acquiring interests in real property, leasehold improvements of real

property and assets acquired in connection with the performance of obligations under the IGT

Master Contract, as amended by the IGT Master Contract Amendment (the "IGT Amended Master

Contract"), including, without limitation: (1) The second intangible asset purchase price; (2) Video

Lottery Terminals purchased by IGT and Affiliates of IGT during the period commencing on July

1, 2019 and expiring on December 31, 2022; (3) Video Lottery Terminals purchased by the Joint

Venture during the period commencing on the JV Effective Date and expiring on the Extended

Expiration Date (including, without limitation, Video Lottery Terminals sold by IGT and other

Affiliates of IGT); and (4) Goods acquired in connection with the business operations of IGT or

any Affiliate of IGT in the state (the "IGT Investment Obligation Assets"); provided, however, in

no event shall IGT receive credit toward performance of the Second IGT Investment Obligation

more than once in connection with any acquisition;

     (B) Employ, cause to be employed by an Affiliate or a Person providing outsourcing,

technology consulting or temporary employment services to IGT or an Affiliate, or cause to be self-

employed in the state during each calendar year commencing with 2022 at least one thousand one

hundred (1,100) FTEs (the "Minimum Number of FTEs") calculated in accordance with the

methodology as defined in Section 2(b)(4) of this act established for the purposes of the

Development Agreement between IGT and the Rhode Island Commerce Corporation in effect as

of June 1, 2020, at compensation rates not less than one hundred fifty percent (150%) of the

minimum wage in effect from time to time pursuant to Section 28-12-3 of the General Laws (the

"Employment Obligation");

     (C) Pay, or cause to be paid by Affiliates or Persons providing outsourcing, technology

consulting or temporary employment services to IGT or an Affiliate, to employees and independent

contractors employed or caused to be self-employed in the state during each calendar year

commencing with 2022 aggregate compensation (which shall include pre-tax deductions made on

behalf of employees) (the "Annual Actual Compensation") not less than the product of: (1) One

thousand one hundred (1,100); (2) Two thousand eighty (2,080); and (3) Two hundred fifty percent

(250%) of the minimum wage in effect from time to time pursuant to Section 28-12-3 of the General

Laws (the "Annual Compensation Obligation");

     (D) Provide to the Division an annual certification on or before May 1 of each year

certifying that IGT is in compliance with its Employment Obligation for the prior calendar year.

LC001065 - Page 5 of 29

In addition, IGT shall provide to the Division an annual certification on or before May 1 of each

year certifying that IGT is in compliance with its Annual Compensation Obligation for the prior

calendar year; and

     (E) Not fewer than ninety (90) days prior, inform the Division each time IGT plans to locate

in another state, or relocate from one state to another state thirty (30) or more full-time existing or

new employees that IGT or an Affiliate is not contractually obligated to locate in or relocate to

another state to give the Division the opportunity to make a proposal to IGT that IGT locate in or

relocate to the state such employees (the "Employee Location Obligation");

     (x) Grant the Division the right to terminate the IGT Amended Master Contract if IGT fails

to perform: the Second IGT Investment Obligation; the Employment Obligation; the Annual

Compensation Obligation; or the Employee Location Obligation in addition to any rights the

Division has to terminate the On-Line Lottery Agreement, the Video Lottery Agreement, the VLT

Agreement, the Instant Ticket Vending Machine Agreement, the Instant Ticket Agreement and the

Website Services Agreement;

     (xi) Notwithstanding the remedies provided in Section 3(a)(x) of this act, the Division shall

have the right to:

     (A) assess liquidated damages against IGT if the average number of full-time equivalent

employees (the "LD FTE Average") for each period of two consecutive calendar years commencing

with the two-year period expiring on December 31, 2023, and tested annually thereafter, is less

than the Minimum Number of FTEs. Said liquidated damages shall be equal to the product of: (1)

the difference between the Minimum Number of FTEs and the LD FTE Average and (2) six

thousand four hundred dollars ($6,400); and

     (B) assess liquidated damages against IGT if, for each period of two consecutive calendar

years commencing with the two-year period expiring on December 31, 2023, and tested annually

thereafter, the average of the Annual Actual Compensation for such period (the "LD Compensation

Average") is less than the average of the Annual Compensation Obligation for such period (the

"LD Compensation Obligation Average"). Said liquidated damages shall be in an amount equal to

the product of: (1) twenty percent (20%) and (2) the difference between the LD Compensation

Obligation Average for such period and the LD Compensation Average for such period;

     (xii) Provide that the provisions regarding the Video Lottery Terminal efficiency process

would be of no further force and effect for the period commencing on the JV Effective Date and

expiring on the Extended Expiration Date, subject to the provisions of Section 4 of this act; and

     (xiii) Contain such other terms and conditions as the Division and IGT may agree; and

     (b) To consent to:

LC001065 - Page 6 of 29

     (i) The irrevocable assignment by IGT to the Joint Venture of:

     (A) The right to be the exclusive Technology Provider for the period commencing on the

JV Effective Date and expiring on the Extended Expiration Date; and

     (B) The VLT Agreement, as modified solely by the IGT Master Contract Amendment (the

"Amended VLT Agreement"); and

     (ii) The assumption by the Joint Venture of the obligations of IGT under the Amended

VLT Agreement pursuant to an assignment and assumption agreement between IGT and the Joint

Venture (the "Assignment and Assumption Agreement"), the terms of which shall be subject to the

review and approval of the Division.

     (c) Nothing in this act shall be deemed to affect the authority of the Division to regulate

the Joint Venture as a Technology Provider.

     SECTION 4. Additional provisions regarding the IGT Master Contract Amendment. The

IGT Master Contract Amendment shall also include, but not be limited to, provisions that require

IGT or the Joint Venture (as applicable) to:

     (a) With respect to Video Lottery Terminals:

     (1) Regularly update or replace hardware and software; (2) Annually replace a minimum

of six percent (6%) of the Video Lottery Terminals; (3) Provide a minimum of five percent (5%)

of the Video Lottery Terminals with premium or royalty games with such Video Lottery Terminals

performing at less than one hundred fifty percent (150%) of floor average for any calendar year

subject to review by the Division for replacement or modification; (4) For the period commencing

on the JV Effective Date and expiring on the Extended Expiration Date, (a) cause the Joint Venture

to remove five percent (5%) of the Video Lottery Terminals provided as of December 31 of the

preceding year supplied by each supplier to the Joint Venture whose ratio of: (i) The ratio of: (A)

The aggregate Net Terminal Income generated by the Video Lottery Terminals supplied by such

supplier and provided by the Joint Venture during the first thirteen (13) weeks of each calendar

year to (B) The aggregate Net Terminal Income generated by the Video Lottery Terminals provided

by the Joint Venture during such period to; (ii) The ratio of: (A) The number of Video Lottery

Terminals supplied by such supplier and provided by the Joint Venture to (B) The total number of

Video Lottery Terminals provided by the Joint Venture is less than ninety seven percent (97%);

provided, however, that (x) no more than 40% of the Video Lottery Terminals installed at the

Lincoln Gaming Facility and no more than 40% of the Video Lottery Terminals installed at the

Tiverton Gaming Facility on the JV Effective Date shall be Video Lottery Terminals manufactured

by IGT or an Affiliate of IGT and (y) Video Lottery Terminals manufactured by IGT or an Affiliate

of IGT shall not be subject to removal for calendar years 2023, 2024 and 2025 and (b) nothing in

LC001065 - Page 7 of 29

this act shall limit the authority of the Division to approve the Video Lottery Terminals and Video

Lottery Games provided by the Joint Venture and which Video Lottery Terminals provided by the

Joint Venture are installed at which locations in the Lincoln Gaming Facility and the Tiverton

Gaming Facility; and (5) For each Marketing Year occurring during the period commencing on

July 1, 2020 and expiring on the Extended Expiration Date, waive its claims against the Division

arising from or in connection with the Consolidated Promotional Points Program, provided that the

aggregate amount of Promotional Points issued in such Marketing Year does not exceed the sum

of: (a) twenty percent (20%) of the aggregate Net Terminal Income for the Lincoln Gaming Facility

and the Tiverton Gaming Facility for the Prior Marketing Year and (b) one million five hundred

thousand dollars ($1,500,000); and

     (b) With respect to IGT's online lottery systems and central communication systems,

update and replace hardware and software on schedules agreed to by the Division and IGT in the

IGT Master Contract Amendment, as amended from time to time.

     SECTION 5. (a) Section 42-61.2-1 of the General Laws in Chapter 42-61.2 entitled

“Video-Lottery Games, Table Games and Sports Wagering” is hereby amended to read as follows:

     42-61.2-1. Definitions.

     For the purpose of this chapter, the following words shall mean:

     (1) "2017 Budget Act" means 2017 – H 5175 Substitute A, as amended, entitled "An Act

Relating to Making Appropriations for the Support of the State for the Fiscal Year ending June 30,

2018," which Act was signed into law by the Governor of Rhode Island on August 3, 2017.

     (1)(2) "Casino gaming" means any and all table and casino-style games played with cards,

dice, or equipment, for money, credit, or any representative of value; including, but not limited to,

roulette, blackjack, big six, craps, poker, baccarat, paigow, any banking or percentage game, or any

other game of or device included within the definition of Class III gaming as that term is defined

in Section 2703(8) of Title 25 of the United States Code and that is approved by the state through

the division of state lottery.

      (2)(3) "Central communication system" means a system approved by the lottery division

Division, linking all video-lottery machines Video Lottery Terminals at a licensee licensed video

lottery retailer location to provide auditing program information and any other information

determined by the lottery Division. In addition, the central communications system must provide

all computer hardware and related software necessary for the establishment and implementation of

a comprehensive system as required by the division Division. The central communications licensee

may provide a maximum of fifty percent (50%) of the video-lottery terminals.

     (3)(4) Collegiate sports or athletic event" shall not include a collegiate sports contest or

LC001065 - Page 8 of 29

collegiate athletic event that takes place in Rhode Island or a sports contest or athletic event in

which any Rhode Island college team participates regardless of where the event takes place.

     (5) "Consolidated promotional points program" means, collectively, the "Initial

Promotional Points Program" and the "Supplementary Promotional Points Program" applicable to

the Lincoln gaming facility and the "Initial Promotional Points Program" and the "Supplementary

Promotional Points Program" applicable to the Tiverton gaming facility, with each of the terms

"Initial Promotional Points Program" and "Supplementary Promotional Points Program" having the

meanings given such terms in the 2017 Budget Act.

     (4)(6) "Credit facilitator" means any employee of a licensed video-lottery video lottery

retailer approved in writing by the division Division whose responsibility is to, among other things,

review applications for credit by players, verify information on credit applications, grant, deny, and

suspend credit, establish credit limits, increase and decrease credit limits, and maintain credit files,

all in accordance with this chapter and rules and regulations approved by the division Division.

     (5)(7) "DBR" means the department of business regulation, division of gaming and

athletics licensing, and/or any successor in interest thereto.

     (6)(8) "Director" means the director of the division Division.

     (7)(9) "Division," "division of lottery," "division of lotteries," or "lottery division" means

the division of lotteries within the state lottery division of the department of revenue and/or any

successor in interest thereto.

     (8)(10) "Hosting facility" refers to Twin River the Lincoln gaming facility and the Tiverton

gaming facility.

     (11) “IGT” means IGT Global Solutions Corporation, a Delaware corporation.

     (9)(12) "Licensed video-lottery video lottery retailer" means a pari-mutuel licensee

specifically licensed by the director Director subject to the approval of the division Division to

become a licensed video-lottery video lottery retailer.

     (13) "Lincoln gaming facility" means the gaming and entertainment facility located at 100

Twin River Road in the town of Lincoln, Rhode Island (sometimes referred to as "Twin River" or

the "Twin River gaming facility").

     (14) "Marketing Year" means the fiscal year of the state.

     (10)(15) "Net table-game revenue" means win from table games minus counterfeit

currency.

     (11)(16) "Net terminal income" means currency placed into a video-lottery terminal Video-

Lottery Terminal less credits redeemed for cash by players.

     (12)(17) "Newport Grand" means Newport Grand, LLC, a Rhode Island limited-liability

LC001065 - Page 9 of 29

company, successor to Newport Grand Jai Alai, LLC, and each permitted successor to and assignee

of Newport Grand, LLC under the Newport Grand Master Contract, including, but not limited to

without limitation, Premier Entertainment II, LLC (as defined in subsection (25) of this section)

and/or Twin River-Tiverton, LLC, (as defined in subsection (40) of this section) provided it is a

pari-mutuel licensee (as defined in § Section 42-61.2-1 et seq.); provided, further, however, where

the context indicates that the term is referring to the physical facility, then it shall mean the gaming

and entertainment facility located at 150 Admiral Kalbfus Road, Newport, Rhode Island.

     (13)(18) "Newport Grand Marketing Year" means each fiscal year of the state or a portion

thereof between November 23, 2010, and the termination date of the Newport Grand Master

Contract.

     (14)(19) "Newport Grand Master Contract" means that certain master video-lottery video

lottery terminal contract made as of November 23, 2005, by and between the division of lotteries

of the Rhode Island department of administration and Newport Grand, as amended and extended

from time to time as authorized therein and/or as such Newport Grand Master Contract may be

assigned as permitted therein.

     (15)(20) "Online gaming account" means an account opened by a patron that such patron

shall use for the deposit and withdrawal of funds used for online sports wagering.

     (16)(21) "Online sports wagering" means engaging in the act of sports wagering by the

placing of wagers on sporting events or a combination of sporting events, or on the individual

performance statistics of athletes in a sporting event or a combination of sporting events, over the

internet through computers, mobile applications on mobile devices or other interactive devices

approved by the division Division, which wagers are accepted by a server-based gaming system

located at the premises of a hosting facility authorized to accept sports wagers and administer

payoffs of winning sports wagers; all such wagers shall be deemed to be placed and accepted at the

premises of a hosting facility.

     (17)(22) "Online sports-wagering revenue" means:

      (i) The total of cash or cash equivalents received from online sports wagering minus the

total of:

     (I) Cash or cash equivalents paid to players as a result of online sports wagering;

     (II) Marketing expenses related to online sports wagering as agreed to by the division

Division, the sports-wagering vendor, and the host facilities, as approved by the division of the

lottery Division; and

     (III) Any federal excise taxes (if applicable).

     (ii) The term does not include any of the following:

LC001065 - Page 10 of 29

     (I) Counterfeit cash.

     (II) Coins or currency of other countries received as a result of online sports wagering,

except to the extent that the coins or currency are readily convertible to cash.

     (III) Cash taken in a fraudulent act perpetrated against a hosting facility or sports-wagering

vendor for which the hosting facility or sports-wagering vendor is not reimbursed.

     (IV) Free play provided by the hosting facility or sports-wagering vendor as authorized by

the division of the lottery Division to a player and subsequently "won back" by the hosting facility

or sports-wagering vendor, for which the hosting facility or sports-wagering vendor can

demonstrate that it or its affiliate has not been reimbursed in cash.

     (18)(23) "Pari-mutuel licensee" means:

     (i) An entity licensed pursuant to § Section 41-3.1-3; and/or

     (ii) An entity licensed pursuant to § Section 41-7-3.

     (19)(24) "Payoff," when used in connection with sports wagering, means cash or cash

equivalents paid to a player as a result of the player's winning a sports wager. A "payoff" is a type

of "prize," as the term "prize" is used in chapters 61, 61.2, and 61.3 of this title.

     (20)(25) "Premier" means Premier Entertainment II, LLC and/or its successor in interest

by reason of the acquisition of the stock, membership interests, or substantially all of the assets of

such entity.

     (26) "Prior marketing year," means, with respect to a marketing year, the most recent

previous marketing year during which the Division operated a majority of the authorized video

lottery games at each of the Lincoln gaming facility and the Tiverton gaming facility for at least

360 days (or 361 days in the case there are 366 days in such marketing year). For the avoidance of

doubt, because the Division will not have operated a majority of the authorized video lottery games

at the Lincoln gaming facility and at the Tiverton gaming facility for at least 361 days during the

marketing year expiring on June 30, 2020, the prior marketing year with respect to the marketing

year expiring on June 30, 2021 shall be the marketing year expiring on June 30, 2019.

     (27) "Promotional points" has the meaning given such term in the 2017 Budget Act.

     (21)(28) "Rake" means a set fee or percentage of cash and chips representing cash wagered

in the playing of a nonbanking table game assessed by a table games retailer for providing the

services of a dealer, gaming table, or location, to allow the play of any nonbanking table game.

     (22)(29) "Server-based gaming system" means all hardware, software, and

communications devices that comprise a system utilized for the purpose of offering an electronic

platform used in connection with the process of placing and accepting sports wagers.

     (23)(30) "Sporting event" means any professional sport or athletic event, any Olympic or

LC001065 - Page 11 of 29

international sports competition event, and any collegiate sport or athletic event, or any portion

thereof, including, but not limited to, the individual performance statistics of athletes in a sports

event or combination of sports events, except "sports event" shall not include a prohibited sports

event.

     (24)(31) "Sports wagering" means the business of accepting wagers on sporting events or

a combination of sporting events, or on the individual performance statistics of athletes in a sporting

event or combination of sporting events, by any system or method of wagering. The term includes,

but is not limited to, exchange wagering, parlays, over-under, moneyline, pools, and straight bets,

and the term includes the placement of such bets and wagers. However, the term does not include,

without limitation, the following:

     (i) Lotteries, including video-lottery video lottery games and other types of casino gaming

operated by the state, through the division Division, on the date this act is enacted [ as of June 22,

2018].

     (ii) Pari-mutuel betting on the outcome of thoroughbred or harness horse racing, or

greyhound dog racing, including but not limited to, pari-mutuel wagering on a race that is

"simulcast" (as defined in § Section 41-11-1), as regulated elsewhere pursuant to the general laws

General Laws, including in chapters 3, 3.1, 4, and 11 of title 41.

     (iii) Off-track betting on racing events, as regulated elsewhere pursuant to the general laws

General Laws, including in chapter 10 of title 41.

     (iv) Wagering on the respective scores or points of the game of jai alai or pelota and the

sale of pari-mutuel pools related to such games, as regulated elsewhere pursuant to the general laws

General Laws, including in chapter 7 of title 41.

     (v) Lotteries, charitable gaming, games of chance, bingo games, raffles, and pull-tab lottery

tickets, to the extent permitted and regulated pursuant to chapter 19 of title 11.

     (25)(32) "Sports-wagering device" means any mechanical, electrical, or computerized

contrivance, terminal, machine, or other device, apparatus, equipment, or supplies approved by the

division Division and used to conduct sports wagering.

     (26)(33) "Sports-wagering revenue" means:

     (i) The total of cash or cash equivalents received from sports wagering minus the total of:

     (I) Cash or cash equivalents paid to players as a result of sports wagering;

     (II) The annual flat fee to the host communities as defined by § Section 42-61.2-5(c);

     (III) Marketing expenses related to sports wagering as agreed to by the division Division,

the sports-wagering vendor, and the host facilities, as approved by the division of the lottery

Division; and

LC001065 - Page 12 of 29

     (IV) Any federal excise taxes (if applicable).

     (ii) The term does not include any of the following:

     (I) Counterfeit cash.

     (II) Coins or currency of other countries received as a result of sports wagering, except to

the extent that the coins or currency are readily convertible to cash.

     (III) Cash taken in a fraudulent act perpetrated against a hosting facility or sports-wagering

vendor for which the hosting facility or sports-wagering vendor is not reimbursed.

     (IV) Free play provided by the hosting facility or sports-wagering vendor as authorized by

the division of lottery Division to a patron and subsequently "won back" by the hosting facility or

sports-wagering vendor, for which the hosting facility or sports-wagering vendor can demonstrate

that it or its affiliate has not been reimbursed in cash.

     (27)(34) "Sports-wagering vendor" means any entity authorized by the division of lottery

Division to operate sports betting on the division's Division's behalf in accordance with this chapter.

     (28)(35) "Table game" or "Table gaming" means that type of casino gaming in which table

games are played for cash or chips representing cash, or any other representation of value that has

been approved by the division of lotteries Division, using cards, dice, or equipment and conducted

by one or more live persons.

     (29)(36) "Table-game retailer" means a retailer authorized to conduct table gaming

pursuant to § Section 42-61.2-2.1 or § Section 42-61.2-2.3.

     (30)(37) "Technology provider" means any individual, partnership, corporation, or

association that designs, manufactures, installs, maintains, distributes, or supplies video-lottery

machines Video-Lottery Terminals or associated equipment for the sale or use in this state.

     (31)(38) "Tiverton gaming facility" (sometimes referred to as "Twin River-Tiverton")

means the gaming and entertainment facility located in the town of Tiverton at the intersection of

William S. Canning Boulevard and Stafford Road in the town of Tiverton, Rhode Island

(sometimes referred to as "Twin River-Tiverton").

     (32)(39) "Twin River" (sometimes referred to as "UTGR") means UTGR, Inc., a Delaware

corporation, and each permitted successor to and assignee of UTGR, Inc.; provided further,

however, where the context indicates that the term is referring to a physical facility, then "Twin

River" or "Twin River gaming facility" shall mean the gaming and entertainment facility located at

100 Twin River Road in Lincoln, Rhode Island Lincoln gaming facility.

     (33)(40) "Twin River-Tiverton" means Twin River-Tiverton, LLC and/or its successor in

interest by reason of the acquisition of the stock, membership interests, or substantially all of the

assets of such entity; provided, however, where the context indicates that the term is referring to a

LC001065 - Page 13 of 29

physical facility, then "Twin River-Tiverton" shall mean the Tiverton gaming facility.

     (41) "Twin River-Tiverton Marketing Year" has the same meaning as Marketing Year (as

defined in subsection (14) of this section).

     (42) "Twin River-Tiverton Master Contract" has the same meaning as Newport Grand

Master Contract (as defined in subsection (19) of this section).

     (43) "UTGR Master Contract" means that certain master video lottery terminal contract

made as of July 1, 2005, by and between the division of lotteries of the Rhode Island department

of administration (now the division of lotteries of the Rhode Island department of revenue) and

Twin River, as amended and extended from time to time as authorized therein and/or as such UTGR

Master Contract may be assigned as permitted therein.

     (44) "Video Lottery Agreement" means that certain Video Lottery Central Computer

System Agreement dated as of December 20, 2001 by and between IGT and the Division, as

amended, extended, assigned and assumed from time to time.

     (34)(45) "Video-lottery games" means lottery games played on video-lottery terminals

Video Lottery Terminals controlled by the lottery division Division.

     (35)(46) "Video-lottery terminal" "Video lottery terminal" means any electronic

computerized video game machine that, upon the insertion of cash or any other representation of

value that has been approved by the division of lotteries Division, is available to play a video game

authorized by the lottery division Division, and that uses a video display and microprocessors in

which, by chance, the player may receive free games or credits that can be redeemed for cash. The

term does not include a machine that directly dispenses coins, cash, or tokens.

     (47) "VLT Agreement" means that certain Video Lottery Terminal Technology Provider

License Agreement dated as of September 28, 2000 by and between IGT and the Division, as

amended, extended, assigned and assumed from time to time.

      (b) Section 42-61.2-7 of the General Laws in Chapter 42-61.2 entitled "Video-Lottery

Games, Table Games and Sports Wagering" is hereby amended to read as follows:

     42-61.2-7. Division of revenue.

     (a) Notwithstanding the provisions of § Section 42-61-15, the allocation of net terminal

income derived from video-lottery video lottery games is as follows:

     (1) For deposit in the general fund and to the state lottery division Division fund for

administrative purposes: Net, terminal income not otherwise disbursed in accordance with

subdivisions (a)(2) -- (a)(6) inclusive, or otherwise disbursed in accordance with subsections (g)(2)

and (h)(2);

     (i) Except for the fiscal year ending June 30, 2008, nineteen one hundredths of one percent

LC001065 - Page 14 of 29

(0.19%), up to a maximum of twenty million dollars ($20,000,000), shall be equally allocated to

the distressed communities (as defined in § Section 45-13-12) provided that no eligible community

shall receive more than twenty-five percent (25%) of that community's currently enacted municipal

budget as its share under this specific subsection. Distributions made under this specific subsection

are supplemental to all other distributions made under any portion of general laws § General Laws

Section 45-13-12. For the fiscal year ending June 30, 2008, distributions by community shall be

identical to the distributions made in the fiscal year ending June 30, 2007, and shall be made from

general appropriations. For the fiscal year ending June 30, 2009, the total state distribution shall be

the same total amount distributed in the fiscal year ending June 30, 2008, and shall be made from

general appropriations. For the fiscal year ending June 30, 2010, the total state distribution shall be

the same total amount distributed in the fiscal year ending June 30, 2009, and shall be made from

general appropriations, provided, however, that seven hundred eighty-four thousand four hundred

fifty-eight dollars ($784,458) of the total appropriation shall be distributed equally to each

qualifying distressed community. For each of the fiscal years ending June 30, 2011, June 30, 2012,

and June 30, 2013, seven hundred eighty-four thousand four hundred fifty-eight dollars ($784,458)

of the total appropriation shall be distributed equally to each qualifying distressed community.

     (ii) Five one hundredths of one percent (0.05%), up to a maximum of five million dollars

($5,000,000), shall be appropriated to property tax relief to fully fund the provisions of § Section

44-33-2.1 [repealed]. The maximum credit defined in subdivision 44-33-9(2) shall increase to the

maximum amount to the nearest five dollar ($5.00) increment within the allocation until a

maximum credit of five hundred dollars ($500) is obtained. In no event shall the exemption in any

fiscal year be less than the prior fiscal year.

     (iii) One and twenty-two one hundredths of one percent (1.22%) to fund § Section 44-34.1-

1, entitled "Motor Vehicle and Trailer Excise Tax Elimination Act of 1998", to the maximum

amount to the nearest two hundred fifty dollar ($250) increment within the allocation. In no event

shall the exemption in any fiscal year be less than the prior fiscal year.

     (iv) Except for the fiscal year ending June 30, 2008, ten one hundredths of one percent

(0.10%), to a maximum of ten million dollars ($10,000,000), for supplemental distribution to

communities not included in subsection (a)(1)(i) distributed proportionately on the basis of general

revenue sharing distributed for that fiscal year. For the fiscal year ending June 30, 2008,

distributions by community shall be identical to the distributions made in the fiscal year ending

June 30, 2007, and shall be made from general appropriations. For the fiscal year ending June 30,

2009, no funding shall be disbursed. For the fiscal year ending June 30, 2010, and thereafter,

funding shall be determined by appropriation.

LC001065 - Page 15 of 29

     (2) To the licensed, video-lottery video lottery retailer:

     (a)(i) Prior to the effective date of the Newport Grand Master Contract, Newport Grand

twenty-six percent (26%), minus three hundred eighty-four thousand nine hundred ninety-six

dollars ($384,996);

     (ii) On and after the effective date of the Newport Grand Master Contract, to the licensed,

video-lottery video lottery retailer who is a party to the Newport Grand Master Contract, all sums

due and payable under said Master Contract, minus three hundred eighty-four thousand nine

hundred ninety-six dollars ($384,996).

     (iii) Effective July 1, 2013, the rate of net terminal income payable to the licensed, video-

lottery video lottery retailer who is a party to the Newport Grand Master Contract shall increase by

two and one quarter percent (2.25%) points. The increase herein shall sunset and expire on June

30, 2015, and the rate in effect as of June 30, 2013, shall be reinstated.

     (iv)(A) Effective July 1, 2015, the rate of net terminal income payable to the licensed video-

lottery video lottery retailer who is a party to the Newport Grand Master Contract shall increase

over the rate in effect as of June 30, 2013, by one and nine-tenths (1.9) percentage points. (i.e., x%

plus 1.9 percentage points equals (x + 1.9)%, where "x%" is the current rate of net terminal income

payable to the licensed, video-lottery video lottery retailer who is a party to the Newport Grand

Master Contract). The dollar amount of additional net terminal income paid to the licensed video-

lottery video lottery retailer who is a party to the Newport Grand Master Contract with respect to

any Newport Grand Marketing Year as a result of such increase in rate shall be referred to as

"Additional Newport Grand Marketing NTI."

     (B) The excess, if any, of marketing expenditures incurred by the licensed, video-lottery

video lottery retailer who is a party to the Newport Grand Master Contract with respect to a

Newport Grand Marketing Year over one million four hundred thousand dollars ($1,400,000) shall

be referred to as the "Newport Grand Marketing Incremental Spend." Beginning with the Newport

Grand Marketing Year that starts on July 1, 2015, after the end of each Newport Grand Marketing

Year, the licensed, video-lottery video lottery retailer who is a party to the Newport Grand Master

Contract shall pay to the Division the amount, if any, by which the Additional Newport Grand

Marketing NTI for such Newport Grand Marketing Year exceeds the Newport Grand Marketing

Incremental Spend for such Newport Grand Marketing Year; provided however, that such video-

lottery video lottery retailer's liability to the Division hereunder with respect to any Newport Grand

Marketing Year shall never exceed the Additional Newport Grand Marketing NTI paid to such

video-lottery video lottery retailer with respect to such Newport Grand Marketing Year.

     The increase in subsection 2(a)(iv) shall sunset and expire upon the commencement of the

LC001065 - Page 16 of 29

operation of casino gaming at Twin River-Tiverton's facility located in the town of Tiverton, and

the rate in effect as of June 30, 2013, shall be reinstated.

     (b)(i) Prior to the effective date of the UTGR master contract, to the present, licensed,

video-lottery video lottery retailer at Lincoln Park, which is not a party to the UTGR master

contract, twenty-eight and eighty-five one hundredths percent (28.85%), minus seven hundred

sixty-seven thousand six hundred eighty-seven dollars ($767,687);

     (ii) On and after the effective date of the UTGR master contract, to the licensed, video-

lottery video lottery retailer that is a party to the UTGR master contract, all sums due and payable

under said master contract minus seven hundred sixty-seven thousand six hundred eighty-seven

dollars ($767,687).

     (3)(i) Except for the period commencing on January 1, 2023 and expiring on June 30, 2043,

To the technology providers that are not a party to the GTECH Master Contract as set forth and

referenced in P.L. 2003, ch. 32, seven percent (7%) of the net terminal income of the provider's

terminals; in addition thereto, technology providers that provide premium or licensed proprietary

content or those games that have unique characteristics, such as 3D graphics; unique math/game

play features; or merchandising elements to video-lottery video lottery terminals may receive

incremental compensation, either in the form of a daily fee or as an increased percentage, if all of

the following criteria are met:

     (A) A licensed, video-lottery video lottery retailer has requested the placement of premium

or licensed proprietary content at its licensed, video-lottery video lottery facility;

     (B) The division of lottery has determined in its sole discretion that the request is likely to

increase net terminal income or is otherwise important to preserve or enhance the competitiveness

of the licensed, video-lottery video lottery retailer;

     (C) After approval of the request by the division of lottery, the total number of premium or

licensed, proprietary-content video-lottery video lottery terminals does not exceed ten percent

(10%) of the total number of video-lottery video lottery terminals authorized at the respective

licensed, video-lottery video lottery retailer; and

     (D) All incremental costs are shared between the division and the respective licensed,

video-lottery video lottery retailer based upon their proportionate allocation of net terminal income.

The division of lottery is hereby authorized to amend agreements with the licensed, video-lottery

video lottery retailers, or the technology providers, as applicable, to effect the intent herein.

     (ii) To contractors that are a party to the master contract as set forth and referenced in P.L.

2003, ch. 32, all sums due and payable under said master contract; and

     (iii) Notwithstanding paragraphs (i) and (ii), there shall be subtracted proportionately from

LC001065 - Page 17 of 29

the payments to technology providers the sum of six hundred twenty-eight thousand seven hundred

thirty-seven dollars ($628,737) which shall be distributed pursuant to Section 42-61.2-7(b)(3)(iii).

     With respect to the period commencing on January 1, 2023 and expiring on June 30, 2043,

     (i) To the exclusive technology provider, all sums due and payable under the VLT

Agreement;

     (ii) Notwithstanding paragraph (i), there shall be subtracted from the payments to the

exclusive technology provider the sum of six hundred twenty-eight thousand seven hundred thirty-

seven dollars ($628,737) which shall be distributed pursuant to Section 42-61.2-7(b)(3)(iii); and

     (iii) To IGT, all sums due and payable under the Video Lottery Agreement.

     (4)(A) Until video-lottery video lottery games are no longer operated at the Newport Grand

gaming facility located in Newport, to the city of Newport one and one hundredth percent (1.01%)

of net terminal income of authorized machines Video Lottery Terminals at Newport Grand, except

that effective November 9, 2009, until June 30, 2013, the allocation shall be one and two tenths

percent (1.2%) of net terminal income of authorized machines Video Lottery Terminals at Newport

Grand for each week the facility operates video-lottery video lottery games on a twenty-four-hour

(24) basis for all eligible hours authorized; and

     (B) Upon commencement of the operation of video-lottery video lottery games at Twin

River-Tiverton's facility the Tiverton gaming facility, located in the town of Tiverton, to the town

of Tiverton one and forty-five hundredths percent (1.45%) of net terminal income of authorized

machines Video Lottery Terminals at the licensed, video-lottery retailer's facility located in the

town of Tiverton Tiverton gaming facility, subject to subsection (g)(2); and

     (C) To the town of Lincoln, one and twenty-six hundredths percent (1.26%) of net terminal

income of authorized machines Video Lottery Terminals at Twin River the Lincoln gaming facility

except that:

     (i) Effective November 9, 2009, until June 30, 2013, the allocation shall be one and forty-

five hundredths percent (1.45%) of net terminal income of authorized machines Video Lottery

Terminals at Twin River the Lincoln gaming facility for each week video-lottery video lottery

games are offered on a twenty-four-hour (24) basis for all eligible hours authorized; and

     (ii) Effective July 1, 2013, provided that the referendum measure authorized by P.L. 2011,

ch. 151, article 25 as amended, section 4, is approved statewide and in the Town of Lincoln, the

allocation shall be one and forty-five hundredths percent (1.45%) of net terminal income of

authorized video-lottery terminals Video Lottery Terminals at Twin River the Lincoln gaming

facility, subject to subsection (h)(2); and

     (5) To the Narragansett Indian Tribe, seventeen hundredths of one percent (0.17%) of net

LC001065 - Page 18 of 29

terminal income of authorized machines Video Lottery Terminals at the Lincoln gaming facility

Park, up to a maximum of ten million dollars ($10,000,000) per year, that shall be paid to the

Narragansett Indian Tribe for the account of a Tribal Development Fund to be used for the purpose

of encouraging and promoting: home ownership and improvement; elderly housing; adult

vocational training; health and social services; childcare; natural resource protection; and economic

development consistent with state law. Provided, however, such distribution shall terminate upon

the opening of any gaming facility in which the Narragansett Indians are entitled to any payments

or other incentives; and provided, further, any monies distributed hereunder shall not be used for,

or spent on, previously contracted debts; and

     (6) Unclaimed prizes and credits shall remit to the general fund of the state; and

     (7) Payments into the state's general fund specified in subsections (a)(1) and (a)(6) shall be

made on an estimated monthly basis. Payment shall be made on the tenth day following the close

of the month except for the last month when payment shall be on the last business day.

     (b) Notwithstanding the above, the amounts payable by the division Division to UTGR

related to the marketing program described in the UTGR master contract (as such may be amended

from time to time) shall be paid on a frequency agreed by the division Division, but no less

frequently than annually.

     (c) Notwithstanding anything in this chapter 61.2 of this title to the contrary, the director

is authorized to fund the marketing program as described in the UTGR master contract.

     (d) Notwithstanding the above, the amounts payable by the division Division to the

licensed, video-lottery video lottery retailer who is a party to the Newport Grand Master Contract

related to the marketing program described in the Newport Grand Master Contract (as such may be

amended from time to time) shall be paid on a frequency agreed by the division Division, but no

less frequently than annually.

     (e) Notwithstanding anything in this chapter 61.2 of this title to the contrary, the director

is authorized to fund the marketing program as described in the Newport Grand Master Contract.

     (f) Notwithstanding the provisions of § Section 42-61-15, but subject to § Section 42-61.2-

7(h), the allocation of net table-game revenue derived from table games at Twin River the Lincoln

gaming facility is as follows:

     (1) For deposit into the state lottery fund for administrative purposes and then the balance

remaining into the general fund:

     (i) Sixteen percent (16%) of net table-game revenue, except as provided in § Section 42-

61.2-7(f)(1)(ii);

     (ii) An additional two percent (2%) of net table-game revenue generated at Twin River the

LC001065 - Page 19 of 29

Lincoln gaming facility shall be allocated starting from the commencement of table games activities

by such table-game retailer and ending, with respect to such table-game retailer, on the first date

that such table-game retailer's net terminal income for a full state fiscal year is less than such table-

game retailer's net terminal income for the prior state fiscal year, at which point this additional

allocation to the state shall no longer apply to such table-game retailer.

     (2) To UTGR, net table-game revenue not otherwise disbursed pursuant to subsection

(f)(1); provided, however, on the first date that such table-game retailer's net terminal income for a

full state fiscal year is less than such table-game retailer's net terminal income for the prior state

fiscal year, as set forth in subsection (f)(1)(ii), one percent (1%) of this net table-game revenue

shall be allocated to the town of Lincoln for four (4), consecutive state fiscal years.

     (g) Notwithstanding the provisions of § Section 42-61-15, the allocation of net table-game

revenue derived from table games at the Tiverton gaming facility owned by Twin River-Tiverton

is as follows:

     (1) Subject to subsection (g)(2) of this section, one percent (1%) of net table-game revenue

shall be allocated to the town of Tiverton;

     (2) Fifteen and one-half percent (15.5%) of net table-game revenue shall be allocated to

the state first for deposit into the state lottery fund for administrative purposes and then the balance

remaining into the general fund; provided however, that beginning with the first state fiscal year

that a facility in the town of Tiverton gaming facility owned by Twin River-Tiverton offers patrons

video-lottery video lottery games and table games for all of such state fiscal year, for that state

fiscal year and each subsequent state fiscal year that such Tiverton gaming facility offers patrons

video-lottery video lottery games and table games for all of such state fiscal year, if the town of

Tiverton has not received an aggregate of three million dollars ($3,000,000) in the state fiscal year

from net table-game revenues and net terminal income, combined, generated by such the Tiverton

gaming facility, then the state shall make up such shortfall to the town of Tiverton out of the state's

percentage of net table-game revenue set forth in this subsection (g)(2) and net terminal income set

forth in subsections (a)(1) and (a)(6); provided further however, if in any state fiscal year either

video-lottery video lottery games or table games are no longer offered at a facility in the town of

Tiverton gaming facility, owned by Twin River-Tiverton, LLC, then the state shall not be obligated

to make up the shortfall referenced in this subsection (g)(2); and

     (3) Net, table-game revenue not otherwise disbursed pursuant to subsections (g)(1) and

(g)(2) of this section shall be allocated to Twin River-Tiverton.

     (h) Notwithstanding the foregoing § Section 42-61.2-7(f) and superseding that section

effective upon the first date that a facility in the town of Tiverton gaming facility owned by Twin

LC001065 - Page 20 of 29

River-Tiverton offers patrons video-lottery video lottery games and table games, the allocation of

net table-game revenue derived from table games at the Twin River in Lincoln gaming facility shall

be as follows:

     (1) Subject to subsection (h)(2), one percent (1%) of net table-game revenue shall be

allocated to the town of Lincoln;

     (2) Fifteen and one-half percent (15.5%) of net table-game revenue shall be allocated to

the state first for deposit into the state lottery fund for administrative purposes and then the balance

remaining into the general fund; provided however, that beginning with the first state fiscal year

that a facility in the town of Tiverton owned by Twin River-Tiverton the Tiverton gaming facility

offers patrons video-lottery video lottery games and table games for all of such state fiscal year, for

that state fiscal year and each subsequent state fiscal year that such the Tiverton gaming facility

offers patrons video-lottery video lottery games and table games for all of such state fiscal year, if

the town of Lincoln has not received an aggregate of three million dollars ($3,000,000) in the state

fiscal year from net table-game revenues and net terminal income, combined, generated by the

Twin River facility in Lincoln gaming facility, then the state shall make up such shortfall to the

town of Lincoln out of the state's percentage of net table-game revenue set forth in this subsection

(h)(2) and net terminal income set forth in subsections (a)(1) and (a)(6); provided further however,

if in any state fiscal year either video-lottery video lottery games or table games are no longer

offered at a facility in the town of Tiverton gaming facility, owned by Twin River-Tiverton, LLC,

then the state shall not be obligated to make up the shortfall referenced in this subsection (h)(2);

and

     (3) Net, table-game revenue not otherwise disbursed pursuant to subsections (h)(1) and

(h)(2) shall be allocated to UTGR.

     SECTION 6. Authorization and Empowerment of State Lottery Division with respect to

Twin River. Notwithstanding any provisions of the General Laws of the state or regulations adopted

thereunder to the contrary, including, without limitation, the provisions of chapter 2 of title 37,

chapter 61 of title 42, and chapter 64 of title 42, the Division is hereby authorized and empowered

to enter into an amendment to the UTGR Master Contract, or an amended and restated UTGR

Master Contract (the "UTGR Master Contract Amendment"), which shall:

     (1) Extend the term of the UTGR Master Contract through the Extended Expiration Date

under the terms and conditions set forth therein, as amended pursuant to this Section 6 and as may

be otherwise amended in accordance with its terms;

     (2) To obligate Twin River to build a fifty thousand (50,000) square foot expansion of the

Lincoln Gaming Facility, which expansion shall be reviewed and approved by the Division;

LC001065 - Page 21 of 29

     (3) To obligate Twin River (directly or through another affiliate of Bally) to lease at least

twelve thousand (12,000) square feet of commercial space in Providence through at least the

Extended Expiration Date (the "Twin River Providence Lease Obligation");

     (4) To grant the Division the right to terminate the UTGR Master Contract if:

     (i) Bally (directly or through another Affiliates of Bally) fails to perform the Twin River

Investment Obligation; or (ii) Twin River fails to perform the Twin River Providence Lease

Obligation, in addition to any rights the Division has to terminate the UTGR Master Contract; and

     (5) With the prior approval of the Division, consolidate the Initial Promotional Points

Program and the Supplementary Promotional Points Program applicable to the Lincoln Gaming

Facility and the Initial Promotional Points Program and the Supplementary Promotional Points

Program applicable to the Tiverton Gaming Facility into the Consolidated Promotional Points

Program, and further provide that Twin River and Twin River-Tiverton, collectively, and not each

individually, may issue to customers and prospective customers of the Lincoln Gaming Facility

and/or the Tiverton Gaming Facility Promotional Points in an aggregate amount up to the sum of

(a) twenty percent (20%) of the aggregate Net Terminal Income for the Lincoln Gaming Facility

and the Tiverton Gaming Facility for the Prior Marketing Year and (b) one million five hundred

thousand dollars ($1,500,000), the foregoing superseding and replacing any law applicable to the

Lincoln Gaming Facility relating to Promotional Points that Twin River may issue to customers

and prospective customers of the Lincoln Gaming Facility; and

     (6) Contain such other or such revised terms and conditions as the Division and Twin River

may agree.

     SECTION 7. Authorization and Empowerment of State Lottery Division with respect to

Twin River Tiverton. Notwithstanding any provisions of the General Laws of the state or

regulations adopted thereunder to the contrary, including, without limitation, the provisions of

chapter 2 of title 37, chapter 61 of title 42, and chapter 64 of title 42, the Division is hereby

authorized and empowered to enter into an amendment to the Twin River-Tiverton Master

Contract, or an amended and restated Twin River-Tiverton Master Contract (the "Twin River-

Tiverton Master Contract Amendment"), which shall:

     (1) Extend the term of the Twin River-Tiverton Master Contract through the Extended

Expiration Date under the terms and conditions set forth therein, as amended pursuant to this

Section 7 and as may be otherwise amended in accordance with its terms;

     (2) With the prior approval of the Division, consolidate the Initial Promotional Points

Program and the Supplementary Promotional Points Program applicable to the Lincoln Gaming

Facility and the Initial Promotional Points Program and the Supplementary Promotional Points

LC001065 - Page 22 of 29

Program applicable to the Tiverton Gaming Facility into the Consolidated Promotional Points

Program, and further provide that Twin River and Twin River-Tiverton, collectively, and not each

individually, may issue to customers and prospective customers of the Lincoln Gaming Facility

and/or the Tiverton Gaming Facility Promotional Points in an aggregate amount up to the sum of

(a) twenty percent (20%) of the aggregate Net Terminal Income for the Lincoln Gaming Facility

and the Tiverton Gaming Facility for the Prior Marketing Year and (b) one million five hundred

thousand dollars ($1,500,000), the foregoing superseding and replacing any law applicable to the

Tiverton Gaming Facility relating to Promotional Points that Twin River-Tiverton may issue to

customers and prospective customers of the Tiverton Gaming Facility; and

     (3) Contain such other or such revised terms and conditions as the Division and Twin

River-Tiverton may agree.

     SECTION 8. Further authorization and empowerment of State Lottery Division with

respect to affiliates of Bally. Notwithstanding any provisions of the General Laws of the state or

regulations adopted thereunder to the contrary, including, without limitation, the provisions of

chapter 2 of title 37, chapter 61 of title 42, and chapter 64 of title 42, the Division is hereby

authorized and empowered to enter into a contract with Twin River, Twin River-Tiverton or another

Affiliate of Bally (the "Bally Technology Provider License Agreement") whereunder such Affiliate

of Bally would be a Technology Provider on or before July 1, 2021 through December 31, 2022,

and have the right to provide, and shall provide, all Video Lottery Terminals provided to the

Division other than those that IGT and its Affiliates have a right to provide pursuant to applicable

law and efficiency formulas existing as of the effective date of this act for the term of the Bally

Technology Provider License Agreement; provided, however, nothing in this act shall limit the

authority of the Division to approve the Video Lottery Terminals and Video Lottery Games

provided pursuant to the Bally Technology Provider License Agreement. The Bally Technology

Provider License Agreement shall contain such other terms and conditions as the Division may

require.

     SECTION 9. Naming rights agreement. Notwithstanding any provisions of the General

Laws of the state or regulations adopted thereunder to the contrary, the I-195 Redevelopment

District Commission (the "195 Commission") is hereby authorized and empowered to enter into a

contract with an Affiliate of Bally whereunder such Affiliate of Bally would agree to pay one

hundred thousand dollars ($100,000) per year for the period from July 1, 2021 and expiring on the

Extended Expiration Date, or some portion thereof at the election of the 195 Commission, for the

right during such period to name a park or a portion thereof within the I-195 Redevelopment

District, the naming rights for which are controlled by the 195 Commission, and containing such

LC001065 - Page 23 of 29

other terms and conditions as the 195 Commission and the Affiliate of Bally may agree (the

"Naming Rights Agreement"). If the 195 Commission declines to enter into a Naming Rights

Agreement with an Affiliate of Bally, there shall be no adverse effect to Bally or its Affiliates under

this act or any of the agreements referenced in this act.

     SECTION 10. Amendments to regulatory agreement involving Bally and affiliates of

Bally. Notwithstanding any provisions of the General Laws of the state or regulations adopted

thereunder to the contrary, the Division and the state of Rhode Island department of business

regulation (the "DBR") are hereby authorized and empowered to enter into an amendment to the

Amended and Restated Regulatory Agreement dated November 13, 2019 among the Division, the

DBR, Bally, Twin River Management Group, Inc., UTGR, Inc. and Twin River-Tiverton, LLC (the

"Amended and Restated Regulatory Agreement"), which amendment (the "Regulatory Agreement

Amendment"), among other things, shall:

     (1) Authorize and permit an Affiliate of Bally to invest in the Joint Venture;

     (2) Authorize and permit Bally or an Affiliate of Bally to pay six million five hundred

thousand dollars ($6,500,000) to IGT or the Division (at IGT's election) in connection with the

payment of the Second Intangible Asset Purchase Price;

     (3) Exclude from financial tests and other covenants in the Amended and Restated

Regulatory Agreement sale-leaseback transactions relating to Rhode Island assets and permitting

such transactions subject to the review and approval of the Division and the DBR subject to the

requirement that the net proceeds received from the sale-leaseback transaction be used to repay

debt unless otherwise approved or agreed by the Division or the DBR and that the buyer-lessor of

the relevant Rhode Island assets be licensed by the Division to assure that the assets continue to

meet all of the regulatory requirements imposed to protect the State's financial interests and the

integrity of the gaming experience;

     (4) Increase the "Maximum Leverage Ratio" to the lesser of 5.5:1 (or such greater ratio as

the Division and the DBR decide is appropriate to adjust for periods the Lincoln Gaming Facility,

the Tiverton Gaming Facility and other gaming facilities owned by Affiliates of Bally are closed

due to the COVID-19 pandemic) and the consolidated total net leverage ratio specified in the Bally

Credit Agreement (as amended from time to time), but using the methodology set forth in the

Amended and Restated Regulatory Agreement (as amended from time to time) to calculate the

"Leverage Ratio," through the Extended Expiration Date, and, for purposes of calculating the

"Leverage Ratio," for the period beginning on the JV Effective Date and continuing through the

Extended Expiration Date, modify the definition of (a) "Consolidated EBITDA" to include any

income Bally earns from the Joint Venture or records as income under generally accepted

LC001065 - Page 24 of 29

accounting principles as EBITDA and reduce the "VLT Addback" for Bally's proportionate

ownership share of the Joint Venture and (b) "Indebtedness" to exclude "Capital Lease Obligations"

entered into in connection with a sale-leaseback transaction provided that both the transaction and

the use of proceeds occur in accordance with the provisions of subsection (3) of this section (all

terms in quotations in this subsection (4) are as defined in the Amended and Restated Regulatory

Agreement);

     (5) Authorize and permit an Affiliate of Bally to make capital expenditures to design,

develop and construct the fifty thousand (50,000) square foot expansion of the Lincoln Gaming

Facility;

     (6) Require Bally and Twin River Management Group, Inc. ("TRMG") to use their best

efforts to locate additional senior management level employees in the state; and further require that

Bally and/or TRMG add no fewer than thirty (30) members of the senior management employees

of Bally and/or TRMG in the state within twenty-four (24) months from the passage of this act (the

"Senior Management Employee Location Obligation"). Said thirty employees shall be paid, in each

calendar year, aggregate compensation (which shall include pre-tax deductions made on behalf of

employees) not less than the product of: (1) Thirty (30); (2) Two thousand eighty (2,080); and (3)

Two hundred fifty percent (250%) of the minimum wage in effect from time to time pursuant to

Section 28-12-3 of the General Laws (the "Senior Management Compensation Obligation"). The

Senior Management Employee Location Obligation and the Senior Management Compensation

Obligation shall be in addition to any other employment requirements in the Amended and Restated

Regulatory Agreement (as amended from time to time) and the General Laws of the state. The

Division shall have the right to access liquidated damages against Bally or TRMG if there is a

failure to satisfy the Senior Management Compensation Obligation for any calendar year,

commencing with the calendar year ending on December 31, 2023. Said liquidated damages shall

be equal to the product of (A) the difference between the actual number of employees less than the

thirty employees required under the Senior Management Employee Location Obligation and (B)

six thousand four hundred dollars ($6,400). Bally and/or TRMG shall provide to the Division an

annual certification on or before May 1 of each year certifying that Bally and/or TRMG is in

compliance with the employment obligations under this subsection for the prior calendar year.

     (7) In addition to Bally's obligations under Section 7.5(d) of the Amended and Restated

Regulatory Agreement, authorize and obligate Bally (directly or through Affiliates of Bally) to

invest or cause to be invested by Bally, an Affiliate of Bally or an Eligible Third Party in the state

during the period between the effective date of the Regulatory Agreement Amendment and the

Extended Expiration Date, in the aggregate at least one hundred million dollars ($100,000,000) (the

LC001065 - Page 25 of 29

"Twin River Investment Obligation"), which, with the Division's prior approval, shall be expended

in connection with: (i) Expanding and improving the Lincoln Gaming Facility and the Tiverton

Gaming Facility and developing or improving real property surrounding the facilities; (ii)

Performing under the UTGR Master Contract, as amended by the UTGR Master Contract

Amendment; (iii) Performing under the Twin River-Tiverton Master Contract, as amended by the

Twin River-Tiverton Master Contract Amendment; (iv) Performing under the Bally Technology

Provider License Agreement (including, without limitation, all Video Lottery Terminals purchased

by Affiliates of Bally through December 31, 2022); (v) Performing under the Naming Rights

Agreement; (vi) Performing under the Amended and Restated Regulatory Agreement, as amended

by the Regulatory Agreement Amendment; and (vii) performing the Twin River Providence Lease

Obligation; provided, however, in no event shall Bally receive credit toward performance of the

Twin River Investment Obligation more than once in connection with any expenditure; and

     (8) Authorize and permit Bally and Affiliates of Bally to take such other actions as are

necessary to fulfil the purposes and intention of this act with the agreement or approval of the

Division and the DBR.

     SECTION 11. Effective dates of amendments and agreements contemplated by this act.

Notwithstanding any provisions of this act or any provision of the General Laws of the state or

regulations adopted thereunder to the contrary: (1) The IGT Master Contract Amendment (which,

among other matters, will extend the term of the VLT Agreement through the Extended Expiration

Date), the UTGR Master Contract Amendment, the Twin River-Tiverton Master Contract

Amendment, and the Regulatory Agreement Amendment shall take effect on the same date; and

     (2) No such agreements shall take effect until all such agreements take effect.

     SECTION 12. Credit for acquisitions and expenditures. With respect to the performance

of the Second IGT Investment Obligation and the Twin River Investment Obligation under this act,

no acquisition and/or expenditure shall be permitted to be credited to both IGT and Bally. In the

event of a disagreement between IGT and Bally with respect to the allocation of a credit for an

acquisition and/or expenditure, the determination of whether IGT or Bally is allocated said credit

shall be solely determined by the Division.

     SECTION 13. Reporting and Compliance.

     (a) Amendments – The Division shall provide notice of any further amendment(s) or

letter(s) of agreement which alter any of the obligations of IGT, Bally, or the Joint Venture as set

forth in the IGT Master Contract, the IGT Master Contract Amendment, the UTGR Master

Contract, the UTGR Master Contract Amendment, the Twin River-Tiverton Master Contract, or

the Twin River-Tiverton Master Contract Amendment to the Permanent Joint Committee on State

LC001065 - Page 26 of 29

Lottery, the Speaker of the House, and the President of the Senate no later than ten days (10) from

the effective date of such amendment or agreement, along with a summary explanation of what the

amendment or agreement provides and both the fiscal and economic impact of those changes;

provided, however, that no amendment or letter of agreement shall alter or modify, in any way, any

provision of this authorizing legislation.

     (b) Not less than every two years, the Division shall request the Commerce Corporation to

perform audits to ensure IGT's compliance with its employment and compensation obligations

under the terms and conditions set forth in the IGT Master Contract, the IGT Master Contract

Amendment, and this act, as each may otherwise be amended from time to time. The Commerce

Corporation shall perform said audits and shall forward the completed audit reports to the Division

within thirty (30) days of the end of the measuring period. Within ten (10) days of the date the

Division receives the audit reports from the Commerce Corporation, the Division shall forward a

copy to the Permanent Joint Committee on State Lottery, the Speaker of the House, and the

President of the Senate.

     (c) Not less than every two years, the Division shall request the Commerce Corporation to

perform audits to ensure Bally’s compliance with its employment and compensation obligations

under the terms and conditions set forth in the UTGR Master Contract, the UTGR Master Contract

Amendment, the Twin River-Tiverton Master Contract, the Twin River-Tiverton Master Contract

Amendment, the Amended and Restated Regulatory Agreement, and this act, as each may

otherwise be amended from time to time. The Commerce Corporation shall perform said audits and

shall forward the completed audit reports to the Division within thirty (30) days of the end of the

measuring period. Within ten (10) days of the date the Division receives the audit reports from the

Commerce Corporation, the Division shall forward a copy to the Permanent Joint Committee on

State Lottery, the Speaker of the House, and the President of the Senate.

     (d) Reports of any and all audits performed relating to IGT’s, the Joint Venture’s, UTGR’s,

Twin River’s, Twin River-Tiverton’s, or another Affiliate of Bally’s service as a Technology

Provider’s services in the State of Rhode Island shall be forwarded to the Permanent Joint

Committee on State Lottery, the Speaker of the House, and the President of the Senate, within seven

(7) days of the completion of any audit report; provided, however, summaries of IT security, cyber

and penetration audits shall be provided to the General Assembly.

     (e) Efficiency Reporting – The Division shall prepare an annual efficiency report which

reflects the measure of Video Lottery Terminal performance during the first thirteen (13) weeks of

each calendar year and shall forward said report to the Permanent Joint Committee on State Lottery,

the Speaker of the House, and the President of the Senate on or before May 15th of each calendar

LC001065 - Page 27 of 29

year. Said report shall include an explanation/rationale for any decision by the Division regarding

the allocation or reallocation of Video Lottery Terminals as well as an impact assessment of the

reallocation of Video Lottery Terminals, if any, or of any determination to not make any

reallocation of VLTs.

     (f) Contract Compliance – The Division shall prepare an annual report summarizing any

findings by the Division of noncompliance with any terms and conditions set forth in the IGT

Master Contract, the IGT Master Contract Amendment, the UTGR Master Contract, the UTGR

Master Contract Amendment, the Twin River-Tiverton Master Contract, or the Twin River-

Tiverton Master Contract Amendment as each may otherwise be amended from time to time and

any penalties assessed and any remedial actions taken by the Division in response to such

noncompliance through the Extended Expiration Date. Said report shall be forwarded to the

Permanent Joint Committee on State Lottery, the Speaker of the House, and the President of the

Senate.

     SECTION 14. Inconsistencies. Insofar as the provisions of this act are inconsistent with

the provisions of any other general or special law of the state, the provisions of this act shall control.

     SECTION 15. Agreement. The state and IGT agree that the provisions of this act are not

intended to modify in any way the relative rights and obligations of the Division and IGT under the

IGT Master Contract Amendment.

     SECTION 16. This act shall take effect upon passage.

========

LC001065

========

LC001065 - Page 28 of 29

EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO ENABLING THE STATE LOTTERY DIVISION OF THE DEPARTMENT OF

REVENUE TO CONTRACT WITH IGT GLOBAL SOLUTIONS CORPORATION AND

TWIN RIVER

***

     This act would enable the state lottery division of the department of revenue to enter into

a contract extension with IGT Global Solutions Corporation and contract extensions with Twin

River and affiliates of Twin River.

     This act would take effect upon passage.

========

LC001065

========

LC001065 - Page 29 of 29