FIRST AMENDMENT TO MASTER CONTRACT
EXHIBIT
99
FIRST AMENDMENT TO MASTER CONTRACT
THIS
FIRST AMENDMENT TO MASTER CONTRACT
(this
"Amendment
Agreement")
is
made and entered into as of the 31st day of July, 2006 by and between the
STATE
LOTTERY DIVISION OF THE STATE OF RHODE ISLAND DEPARTMENT OF
REVENUE,
an
agency of the State of Rhode Island (formerly the State Lottery Division of
the
State of Rhode Island Department of Administration), having an address of 0000
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxx 00000 (the "Division"),
and
GTECH
CORPORATION,
a
Delaware corporation having an address of 00 Xxxxxxxxxx Xxx, Xxxx Xxxxxxxxx,
Xxxxx Xxxxxx 00000 ("GTECH").
WITNESSETH:
WHEREAS,
the
Division, as successor-in-interest to the Rhode Island Lottery, a Rhode Island
state agency (the "RIL"),
and
GTECH are parties to that certain Master Contract dated as of May 12, 2003
(the
"Master
Contract"),
as
well as to the Video Lottery Agreement (as defined in the Master Contract),
the
On-Line Lottery Agreement (as defined in the Master Contract), the VLT Agreement
(as defined in the Master Contract) and the ITVM Agreement (as defined herein)
(the Video Lottery Agreement, the On-Line Lottery Agreement, the VLT Agreement
and the ITVM Agreement are collectively referred to herein as the "Related
Agreements");
and
WHEREAS,
the
parties hereto desire to amend the Master Contract and certain of the Related
Agreements as hereinafter set forth.
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Effective
Date.
The
parties agree that the Effective Date shall be July 1, 2003.
2. References
to RIL.
The
parties hereby acknowledge and agree that the Division has assumed all of the
RIL's obligations under the Master Contract and the Related Agreements, and
all
references to the RIL contained therein are hereby amended to be references
to
the Division.
3. Expansion
of Manufacturing Facilities.
Section
4 of the Master Contract is amended and restated in its entirety to read as
follows:
"4. Expansion
of Manufacturing Facilities
GTECH
will expand (a) its manufacturing operations in the Town of West Greenwich,
Rhode Island, in the facility presently containing GTECH's corporate
headquarters, and/or (b) its manufacturing operations in the Town of Coventry,
Rhode Island, in the facility located at 1372 Main Street, Coventry, Rhode
Island.".
4. Reporting
and Compliance.
Effective upon the closing of the acquisition of the issued and outstanding
stock of GTECH Holdings Corporation, a Delaware corporation and the sole
stockholder of GTECH (the "Target"),
by
Gold Acquisition Corp., a Delaware corporation (and an indirect wholly-owned
subsidiary of Lottomatica S.p.A., an Italian corporation) (the "Acquisition
Subsidiary"),
and
the merger of the Acquisition Subsidiary with and into the Target (the "Closing"),
Section 5 of the Master Contract is amended and restated in its entirety to
read
as follows:
"5. Reporting
and Compliance
5.1. GTECH
will, and will cause its affiliates, officers and directors (such persons and
entities are collectively referred to herein as the "GTECH
Parties")
to,
notify the Division, on an annual basis, whether or not there have been any
material changes to applications or other information on file with, or provided
to, the Division by any of the GTECH Parties. In addition, GTECH acknowledges,
and will notify each of the GTECH Parties, that, in its discretion, the Division
may undertake a review process at any time, and GTECH and the GTECH Parties
shall submit to such process, which shall include, but not be limited to
criminal background checks.
5.2. GTECH
will cause (a) Lottomatica S.p.A., an Italian corporation ("Lottomatica"),
its
Chief Executive Officer, its Chief Financial Officer, its Chief Administrative
Officer, any person holding an equivalent level position at Lottomatica
(regardless of his or her official title) and its directors and (b) Xx Xxxxxxxx
S.p.A., an Italian corporation ("Xx
Xxxxxxxx"),
its
Chief Executive Officer, its General Manager, any person holding an equivalent
level position at Xx Xxxxxxxx (regardless of his or her official title), its
directors and the owners of more than five percent (5%) of the equity interests
in Xx Xxxxxxxx (such persons and entities are collectively referred to herein
as
the "Lottomatica
Parties"),
to
notify the Division, on an annual basis, whether or not there have been any
material changes to applications or other information on file with, or provided
to, the Division by any of the Lottomatica Parties. In addition, GTECH will
notify or cause Lottomatica to notify each of the Lottomatica Parties, that,
in
its discretion, the Division may undertake a review process at any time, and
the
Lottomatica Parties shall submit to such process, which shall include, but
not
be limited to criminal background checks.
5.3. GTECH
will cause Lottomatica to provide to the Division the names of any shareholders
owning more than two percent (2%) of Lottomatica's capital shares once
Lottomatica has been informed by such shareholders of such holdings pursuant
to
the relevant provisions of Italian law.
5.4. GTECH
will comply, and will cause each of the GTECH Parties and the Lottomatica
Parties to comply, with the rules and regulations of the Division as in effect
from time to time applicable to GTECH, the GTECH Parties and the Lottomatica
Parties.
5.5. GTECH
agrees to submit, and will cause each of the GTECH Parties and the Lottomatica
Parties to submit, to periodic examinations by the Division, including giving
the Division access to all of its and their books, records, personnel and
facilities during reasonable business hours with five (5) days
notice.
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5.6. GTECH
agrees to ensure, and will cause each of the GTECH Parties and the Lottomatica
Parties to ensure, that all material regulatory filings, annual audited
financial statements, periodic financial statements, disclosure documents or
material contracts or agreements of any of the GTECH Parties or the Lottomatica
Parties requested by the Division shall be provided in English or
translated into English upon the Division's request.
5.7. GTECH
agrees to reimburse and pay to the Division (or to such entities or persons
as
the Division may identify) all reasonable costs and expenses associated with
the
Division's oversight over and review of GTECH, the GTECH Parties and the
Lottomatica Parties, including such items as ongoing auditing, legal
investigation services and other related matters. The Division agrees to provide
GTECH with an itemized statement of such costs and expenses upon GTECH's request
(such statement shall not include confidential attorney-client
information).
5.8. GTECH
agrees that it shall give prompt written notice to the Division of the
occurrence of an Event of Default, or any event which, with notice or the
passage of time, will become an Event of Default, under (and as defined in)
that
certain Senior Facilities Agreement dated May 5, 2006 among Lottomatica, as
Parent; Gold Acquisition Corp., as Borrower; Credit Suisse International and
Xxxxxxx Xxxxx International, as Term Loan Arrangers; Credit Suisse, London
Branch, and Xxxxxxx Sachs International, as Revolving Facility Arrangers and
Guarantee Facility Arrangers; Credit Suisse International and Xxxxxxx Xxxxx
International, as Term Loan Bookrunners; Credit Suisse, London Branch, and
Xxxxxxx Sachs International, as Revolving Facility Bookrunners and Guarantee
Facility Bookrunners; Credit Suisse International, Credit Suisse, London Branch,
and Xxxxxxx Xxxxx Credit Partners L.P., as Original Lenders; Bank of America,
N.A., as Agent; Credit Suisse, London Branch, and Bank of America, N.A., as
Issuing Bank; and the other lenders party thereto (or any successor senior
credit facility agreement).".
5. Expenditure
Reporting.
Section
6.2 of the Master Contract is amended and restated in its entirety to read
as
follows:
"6.2. On
or
before May 31, 2004 and on or before May 31 of each year thereafter through
the
year following the year in which GTECH performs its obligations under Section
6.1, GTECH shall submit to the Division a certification by GTECH setting forth
the amount of expenditures made by GTECH and (if applicable) GTECH's Business
Affiliates within the scope of Section 6.1 to enable the Division to confirm
GTECH's compliance with GTECH's obligation under Section 6.1.".
6. Employment
Reporting.
Section
6.4 of the Master Contract is amended and restated in its entirety to read
as
follows:
"6.4. On
or
before May 31, 2006 and on or before May 31 of each year thereafter during
the
Term, GTECH shall submit to the Division a signed certification certifying
that
GTECH has complied with its obligation under Section 6.3 with respect to the
immediately preceding calendar year.".
7. Economic
Development Obligations.
The
Division acknowledges and agrees that GTECH and the Rhode Island Economic
Development Corporation, a body corporate and politic and public instrumentality
of the State of Rhode Island (the "EDC"),
have
entered into that certain Development Agreement dated as of January 1, 2005
with
respect to the New Headquarters Building (the "Development
Agreement").
GTECH
acknowledges and agrees that, upon notice from the Division to GTECH, the
Division may delegate to the EDC or the Division of Taxation of the Department
of Revenue, the responsibility for monitoring GTECH's compliance with Sections
3, 4 and 6 of the Master Contract, as amended by this Amendment Agreement (the
"Amended
Master Contract").
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8. Release
of Claim to Refund in Certain Circumstances.
Section
7.5 of the Master Contract is amended to add a new Section 7.5.F, as
follows:
"F. Notwithstanding
anything to the contrary in this Section 7.5, GTECH shall not be entitled to
a
refund of all or any portion of the Intangible Asset Purchase Price as a result
of a Significant Decline in Sales or in any decline in Total Lottery Sales,
Total Net Terminal Income or Net Terminal Income or other impacts or effects
arising from, or relating to, competition in any way directly or indirectly
arising from GTECH or a GTECH Business Affiliate's activities at Suffolk Downs
or elsewhere within a 60 mile radius of Providence, Rhode Island.".
9. On-Line
Lottery System.
Section
8.1 of the Master Contract is amended and restated in its entirety to read
as
follows:
"8.1 GTECH
shall replace the on-line lottery gaming system provided by GTECH pursuant
to
the On-Line Lottery Agreement with a new, state-of-the-art on-line lottery
gaming system. In connection therewith, GTECH shall replace (a) on or before
January 1, 2007, (i) the central system hardware (excluding the central system
communications hardware to the extent it can continue to be used without
impairing the functionality of the replacement system), (ii) the central system
operating system software, (iii) the central system application software with
GTECH's Enterprise Series central computer system application software and
(iv)
the communications software (excluding central system communications software
that can continue to be used without impairing the functionality of the
replacement system) and (b) on or before September 1, 2007, (i) the on-line
lottery terminals with the next generation on-line lottery terminal to be
developed by GTECH (instead of GTECH's Altura lottery terminal) and (ii) the
telecommunications network with a satellite (or other state-of-the-art
technology) based IP network.
On
or
before January 1, 2015, GTECH shall replace (a) the then-existing on-line
lottery central-system hardware (excluding the on-line central system
communications hardware to the extent it can continue to be used without
impairing the functionality of the replacement system), with new,
state-of-the-art on-line lottery central system hardware, and (b) the
then-existing on-line lottery terminals and other on-line lottery sales devices
(to the extent their failure rates are more than thirty percent (30%) higher
than their failure rates were with respect to the first full Agreement Year
after their installation) with new, state-of-the-art on-line lottery terminals
and other on-line lottery sales devices. The Division shall take all actions
as
are necessary on the part of the Division to enable GTECH to fulfill its
obligations hereunder.".
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10. Interlott
Acquisition.
Pursuant to Section 8.2 of the Master Contract, GTECH and the Division agree
that that certain Instant Ticket Vending Machine Agreement dated October
21,
1999 between GTECH, as successor-in-interest to Interlott Technologies, Inc.,
a
Delaware corporation, and the Division, as successor-in-interest to the RIL,
as
amended by an Agreement
Extension dated January 10, 2002 and by an Agreement Extension dated March
14,
2003 (the "ITVM
Agreement"),
is
hereby amended effective as of September 18, 2003 as follows:
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(a)
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The
term of the ITVM Agreement is extended from December 16, 2003 through
June
30, 2023;
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(b)
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GTECH
hereby releases the Division from its obligation to pay lease payments
to
GTECH under the ITVM Agreement and confirms that there are no lease
payments due and owing by the Division to GTECH
thereunder;
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(c)
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The
Division hereby releases GTECH from its obligations (if any) to pay
the
Division liquidated damages, penalties, fees and/or indirect, special,
consequential and/or punitive damages under the ITVM Agreement (whether
with respect to events before or after the Effective
Date);
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(d)
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(i)
GTECH hereby agrees to replace the lesser of (A) all or (B) one hundred
twenty-five (125) of the Division's existing instant ticket vending
machines with (1) one hundred (100) new sixteen-bin EDSQ Instant
Ticket
Vending Machines (the "EDSQ ITVMs") by January 1, 2005, (2) twenty-four
(24) new GamePoint Instant Ticket Vending Machines by October 1,
2005 and
one (1) new GamePoint Instant Ticket Vending Machine within thirty
(30)
days of the day on which the Division notifies GTECH of the retailer
location where such GamePoint should be installed (collectively,
the
"GamePoints") (the EDSQ ITVMs and the GamePoints are collectively
referred
to herein as the "2005 ITVMs"), and (3) thirty (30) new four-bin
CDS
Instant Ticket Vending Machines (the "CDS ITVMs") by December 13,
2005 and
(ii) and GTECH hereby agrees to replace the 2005 ITVMs by January
1, 2015
with one hundred twenty-five (125) new, on-line enabled devices,
including
full services route operation; and
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(e)
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The
Division agrees to consider increasing the Deployment of instant
ticket
vending machines to optimize sales of instant tickets as business
conditions permit.
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11. Electronic
Instant Lottery.
Section
8.4 of the Master Contract is amended and restated in its entirety to read
as
follows:
"8.4 Subject
to Division approval in a manner consistent with current Division policies
and
procedures, GTECH shall provide EIL products and services to the Division,
as
follows:
A. GTECH
shall provide products, licenses and services necessary to Deploy throughout
the
State up to twenty-five (25) GTECH EIL machines. GTECH shall Deploy such EIL
machines pursuant to a schedule agreed upon by the parties in writing within
sixty (60) days after the Division's approval of the Deployment of EIL products
and services by the Division.
B. Within
six (6) months after the Deployment of the EIL machines pursuant to Section
8.4.A, the parties will discuss and agree upon the Deployment of additional
EIL
machines. The number and schedule for Deployment of such additional EIL machines
shall be mutually agreed upon by the parties.".
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12. Substitution
of Keno to Go for E-scratch™ and Other Games.
Section
8.5 of the Master Contract is amended and restated in its entirety to read
as
follows:
"8.5 Subject
to Division approval in a manner consistent with current Division policies
and
procedures, GTECH shall provide all products, licenses and services necessary
to
implement a Keno to Go game or other mutually agreed-upon new games, to the
extent permissible under applicable law. GTECH shall provide such products,
licenses and services pursuant to a schedule agreed upon by the parties in
writing within sixty (60) days following the day on which the Division approves
the implementation of Keno to Go or any such other game.".
13. Monitor
Games.
Section
8.6 of the Master Contract is amended and restated in its entirety to read
as
follows:
"8.6 GTECH
shall provide licenses and services necessary to maintain an optimal mix of
monitor games on the Division's Keno terminals, including presentation of new
monitor games for possible implementation if requested by the Division. Subject
to the mutual agreement of the parties, GTECH shall provide such monitor games
pursuant to a schedule agreed upon by the parties in writing within sixty (60)
days after the Division's authorization of the implementation of such monitor
games.".
14. Section
10.7.
Section
10.7 of the Master Contract is amended and restated in its entirety to read
as
follows:
"10.7 If
any
department, commission, agency or other body of the State other than the
Division, or any other governmental entity, is given the authority to procure,
authorize or license the procurement of Other Gaming Machines and, as a result
of the competition to Video Lottery Games from the games offered via such Other
Gaming Machines, the aggregate Net Terminal Income of all Video Lottery Machines
Deployed by the Division over any twelve-month period is less than the lesser
of
(i) ninety percent (90%) of the aggregate Net Terminal Income of all Video
Lottery Machines Deployed by the Division over the corresponding twelve-month
period one year prior (such prior twelve month period referred to as the
"Base
Period"),
and
(ii) Four Hundred Fifty Million Dollars ($450,000,000), then, until such time
(if ever) that the aggregate Net Terminal Income of all Video Lottery Machines
Deployed by the Division over a subsequent corresponding twelve-month period
is
greater than the greater of (x) ninety percent (90%) of the Net Terminal Income
of all Video Lottery Machines Deployed by the Division during the Base Period
and (y) Four Hundred Fifty Million Dollars ($450,000,000), then GTECH shall
be
released from its obligations (to the extent then unperformed and/or performance
has not become due) under Sections 6, 8 and 9 of this Agreement and pursuant
to
the amendment to the Online Lottery Agreement effected by Section 11.3 of this
Agreement.".
15. Amendment
to the On-Line Lottery Agreement.
The
parties hereby agree that Section 2(c)(iii) of the On-Line Lottery Agreement
is
hereby deleted in its entirety.
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16. Subcontracting.
Effective as of the Closing, GTECH acknowledges and agrees that it shall not
subcontract all or any portion of its future obligations under the Master
Contract or the Related Agreements without the prior written consent of the
Division (which such
consent shall not be unreasonably withheld). For the avoidance of doubt, such
prohibition shall include, but not be limited to, a prohibition against
subcontracting to any GTECH Business Affiliate or any other affiliate of GTECH
as well as any third party.
17. Spielo
VLTs.
The
Division hereby confirms that (a) none of the approximately 504 VLTs
manufactured by Spielo Manufacturing ULC, a Nova Scotia unlimited company and
successor-in-interest to Spielo Manufacturing Incorporated, a Canadian federal
corporation ("Spielo"),
and
provided by Spielo USA Incorporated ("Spielo
USA"),
a
Delaware corporation, to the RIL pursuant to that certain Video Lottery Terminal
Technology Provider License Agreement dated as of September 29, 2000 by and
between Spielo USA and the RIL, as amended (the "Spielo
VLTs"),
which
were transferred by Spielo USA to GTECH effective July 1, 2004 were any of
the
1,825 additional Video Lottery Terminals approved for Deployment by the Rhode
Island Lottery Commission in January, 2003 and (b) the Spielo VLTs are Video
Lottery Terminals provided by GTECH for purposes of the Amended Master
Contract.
18. VLTs
Manufactured by Third Parties.
The
Division agrees that any Video Lottery Terminals provided by GTECH pursuant
to
the Master Contract may be manufactured by GTECH, Spielo, any other affiliate
of
GTECH or any other manufacturer of Video Lottery Terminals, in each case,
subject to the approval of the Director of the Division.
19. Substitution
for Player Express Units.
The
Division agrees that GTECH has satisfied its obligation to provide additional
substitute goods and services pursuant to Section 11.3(B) of the Master Contract
by providing (a) the lottery website services described on Exhibit
B
attached
hereto and (b) twenty-five (25) new GamePoint Instant Ticket Vending Machines
and thirty (30) new four-bin CDS Instant Ticket Vending Machines instead of
twenty-five (25) of the one-hundred and twenty-five (125) new sixteen-bin EDSQ
Instant Ticket Vending Machines which GTECH was required to provide pursuant
to
Section 8.2(ii) of the Master Contract.
20. 0000
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxx.
The
parties agree that, effective upon the execution by the Division and GTECH
of a
lease with respect to approximately 5,101 square feet of space in the building
located at 1425 Pontiac Avenue, Cranston, Rhode Island, Section 1(b)(ii) of
the
On-Line Lottery Agreement, as amended by the Amended Master Contract, shall
be
amended in its entirety to read as follows:
"(ii) [Intentionally
omitted.]".
21. Video
Lottery Agreement — CCSP
Fee.
The
parties agree that the example of the calculation of the CCSP set forth in
the
fifth paragraph of Section 1.2 of the Video Lottery Agreement (amended pursuant
to Section 12.1 of the Master Contract), is amended in its entirety to read
as
follows:
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$10,000,000
x 2.50%
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= |
$250,000;
plus
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$15,000,000
x 1.00%
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= |
$150,000;
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Equals:
$400,000
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22. SAS
Modifications.
The
Division hereby consents to the modifications that GTECH made to the VLCC System
to enable the use of IGT's Slot Accounting System communications protocol
(versions 5.xx and higher) for communication between VLTs and the VLCC
System.
23. Performance
of Obligations.
GTECH
hereby acknowledges and agrees that, as of the date of this Amendment Agreement,
GTECH has fully performed in all material respects all of its obligations under
the Amended Master Contract and the Related Agreements, as each of them may
be
amended by this Amendment Agreement.
24. Miscellaneous.
Except
as modified hereby, the Master Contract and the Related Agreements shall remain
in full force and effect and are hereby ratified and confirmed. This Amendment
Agreement may be executed by the parties hereto in counterparts, each of which
shall be deemed an original and all of which together shall constitute one
and
the same instrument. Capitalized terms used but not defined herein shall have
the meanings give such terms in the Amended Master Contract.
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed as of the date set forth above.
| GTECH CORPORATION | ||
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| Date: July 31, 2006 | By: | /s/ W. Xxxxx Xxxxxx |
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W. Xxxxx Xxxxxx, |
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| President and Chief Executive Officer | ||
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STATE
LOTTERY DIVISION OF THE STATE
OF RHODE ISLAND DEPARTMENT
OF
REVENUE
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| Date: August 1, 2006 | By: | /s/ Xxxxxxx X. Xxxxxxxx |
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Xxxxxxx X. Xxxxxxxx, |
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| Acting Director | ||
ACKNOWLEDGEMENT
AND AGREEMENT
Lottomatica
hereby acknowledges and agrees to the terms and conditions set forth in Section
5 of the Amended Master Contract.
IN
WITNESS WHEREOF,
Lottomatica has caused this Acknowledgement and Agreement to be duly executed
as
of the date set forth above.
| LOTTOMATICA S.P.A. | ||
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| Date: August 1, 2006 | By: | |
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Print Name ________________________________ |
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| Title _____________________________________ | ||
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IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment Agreement to be duly executed as
of
the date set forth. above.
| GTECH CORPORATION | ||
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| Date: July 31, 2006 | By: | |
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W. Xxxxx Xxxxxx, |
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| President and Chief Executive Officer | ||
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STATE
LOTTERY DIVISION OF THE STATE
OF RHODE ISLAND DEPARTMENT
OF
REVENUE
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| Date: August 1, 2006 | By: | |
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Xxxxxxx X. Xxxxxxxx, |
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| Acting Director | ||
ACKNOWLEDGEMENT
AND AGREEMENT
Lottomatica
hereby acknowledges and agrees to the terms and conditions set forth in Section
5 of the Amended Master Contract.
IN
WITNESS WHEREOF,
Lottomatica has caused this Acknowledgement and Agreement to be duly executed
as
of the date set forth above.
| LOTTOMATICA S.P.A. | ||
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| Date: August 1, 2006 | By: | /s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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| Director and proxy | ||
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ACKNOWLEDGEMENT
AND AGREEMENT
Xx
Xxxxxxxx hereby acknowledges and agrees to the terms and conditions set forth
in
Section 5 of the Amended Master Contract.
IN
WITNESS WHEREOF,
Lottomatica has caused this Acknowledgement and Agreement to be duly executed.
as of the date set forth above.
| XX XXXXXXXX S.P.A. | ||
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| Date: August 1, 2006 | By: | /s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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| General Manager | ||
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EXHIBIT
B
Lottery
Website Services
GTECH
will provide the Division with the following lottery website
services:
1. On
or
before April 25, 2005, a one-time full website upgrade of content and graphical
design and player registration and reporting. The Division acknowledges its
acceptance of the foregoing deliverable.
2. From
April 25, 2005 through April 25, 2008:
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°
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Full
support and maintenance for servers and
network
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°
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Creation
and distribution of up to 50,000 emails per
month
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°
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Six
(6) surveys created, distributed and survey reporting per
year
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°
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Winning
numbers updated and automated process for future
installation
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°
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All
hardware, hosting and server
agreements
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°
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Enhanced
marketing and promotion awareness
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Effective
as of July 1, 2005, the Division shall compensate GTECH for the creation
and
distribution of emails in excess of 50,000 per month at the rate of $0.03
per
email.
Subject
to the mutual agreement of the parties, GTECH will provide additional lottery
website services and the Division will compensate GTECH for such additional
services at mutually acceptable rates.
