Master Agreement - The Travel Channel LLC and World Poker Tour LLC
ACQUISITION MASTER AGREEMENT
MASTER AGREEMENT ("Agreement") made as of August 22, 2003, by and THE
TRAVEL CHANNEL, L.L.C. ("TRV"), a Delaware corporation, with offices at 7700
Wisconsin Avenue, Bethesda, Maryland 20814, on the one hand, and WORLD POKER
TOUR L.L.C. ("Grantor") , with offices at 1041 North Formosa Avenue, Formosa
Building, Suite 99, West Hollywood, CA 90046, on the other hand.
TRV wishes to license from Grantor, and Grantor wishes to license to
TRV, certain rights in program(s) in accordance with the terms set forth herein
and in the Standard Terms and Conditions set forth in Exhibit A and the
attachment(s) ("Attachment(s)") to be attached hereto. Defined terms used in
this Agreement are set forth in Exhibit B.
Now therefore, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
I. Program:
The Program(s) licensed are set forth in the applicable Attachment.
II. License Fee:
TRV shall pay the License Fee set forth in the applicable Attachment in
accordance with the payment terms set forth therein.
III. Grant of Rights:
TRV shall have the exclusive right, license and privilege to exhibit,
market, distribute, transmit, perform and otherwise exploit each Program an
unlimited number of times on any DCI Service in the media ("Media") and
territory ("Territory") and for the License Period (`Exhibition Period") set
forth in the applicable Attachment.
IV. Erasure
Upon expiration or termination of this Agreement, TRV shall erase or
destroy all copies of the Materials in its possession.
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V. Standard Terms and Conditions
The parties agree that the Standard Terms and Conditions attached
hereto as Exhibit A, the definitions attached hereto as Exhibit B and all
Attachments shall be deemed a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
latest date set forth below.
WORLD POKER TOUR L.L.C. THE TRAVEL CHANNEL, L.L.C.
By: /s/ Steven Lipscomb By: /s/ William M. Campbell
-------------------------- --------------------------------
Printed Name: Steven Lipscomb Printed Name: William M. Campbell
Title: Chief Executive Manager Title: President, U.S. Networks
Date: February 19, 2004 Date: February 20, 2004
2
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PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
EXHIBITS A
STANDARD TERMS AND CONDITIONS
The following terms and conditions shall apply to the Agreement to
which this Exhibit is attached:
1. Option
Unless otherwise set forth in the applicable Attachment, TRV shall have
two (2) exclusive option(s) ("Option(s)") to extend the License Period for the
Programs, individually or collectively, in any or all of the Territories for an
additional period of one (1) year (the "Option Period"), upon the same terms and
conditions set forth herein and at the Option Fee specified in the applicable
Attachment. Such Option(s) shall be exercised by written notice to Grantor not
later than 30 days prior to the expiration of the then current License Period or
Option Period, as the case may be.
2. Exclusivity
Except as permitted by TRV hereunder, no Program, nor any elements or
versions thereof, shall be exhibited within the Territory during the License
Period by means of Television.
3. Materials
3.1 Grantor shall, at Grantor's expense, deliver to DCI, all of
the program materials ("Materials") set forth in Exhibit B to the Attachment for
each Program at the address set forth in the applicable Attachment, or such
other address as TRV may designate, no later than the Delivery Date specified in
such Attachment.
3.2 TRV shall examine the Materials within sixty (60) days after
receipt to determine if the Materials comply with all applicable TRV standards.
If the Materials do not comply with such standards in any respect, TRV shall
have the right to correct such defects at Grantor's reasonable cost, or to
require Grantor to replace promptly the unacceptable Materials. TRV agrees that
if, TRV determines, in its sole discretion, that time permits, it shall contact
Grantor and require Grantor to replace promptly the unacceptable materials prior
to undertaking to correct such defects itself. If TRV corrects the problem, TRV
may either (i) offset the costs incurred by TRV against the License Fee payable
to Grantor, or (ii) bill Grantor for such costs and Grantor shall promptly
reimburse TRV for any such costs upon receipt of DCI's invoice. TRV may make
such copies of the Materials as it shall require to exercise its rights
hereunder.
3.3 Delivery of all of the Materials by the Delivery Date for each
Program is of the essence of this Agreement. In the event of any failure of
timely delivery by Grantor, in addition to any other rights which it may have,
TRV shall have the right to immediately terminate this Agreement as it relates
to the applicable Program, or if DCI, in its discretion, elects to accept such
Program, TRV may reschedule the start of the License Period, in DCI's sole
discretion. The Materials delivered to TRV hereunder shall be duplicate copies,
and TRV expressly disclaims liability for any damage or loss to any original
master delivered by Grantor to DCI.
4. Consideration
4.1 TRV shall have no obligation to Grantor to exercise any or all
of its rights hereunder, and for each Program, TRV shall have fully discharged
its duties hereunder by paying Grantor the applicable License Fee specified in
the Agreement.
4.2 In making payment of the License Fee provided in the
applicable Attachment, TRV shall withhold all taxes that may be required to be
withheld. If TRV fails to withhold any taxes, TRV may (a) require Grantor to
reimburse TRV in the amounts that should have been withheld; or (b) deduct the
amounts that should have been withheld from future payments (if any).
5. Incidental Rights
5.1 DCI, its subsidiaries, affiliates, representatives and agents
shall have the right:
(a) To advertise, promote, and publicize the Program, TRV
and/or DCI's affiliated programming services worldwide in all media including
theme parks ("Publicity"). Publicity may incorporate any elements from the
Program and elements created by or for DCI. In connection therewith, Grantor
will deliver to TRV
Exhibit A - Page 1
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a reasonable quantity of publicity materials, including but not limited to
pressbooks, artwork, slides and stills. DCI's right to use the publicity
materials hereunder include, without limitation, use in connection with industry
awards events which feature the Program during or after the License Period. No
use hereunder shall constitute an endorsement of any other product or service.
(b) To edit, modify or alter the Program in any manner,
including but not limited to the right to dub, subtitle and/or voiceover in any
language and other customizations, and to include the Program as part of an
anthology or series of programs under the Program's title or another title
provided that any Program included as part of an anthology or series must be
shown in its entirety. TRV shall own all elements it creates ("TRV Program
Elements").
5.2 Unless otherwise specified in the applicable Attachment, TRV
shall have the right to edit, remove and/or reposition the Program credits,
provided TRV will exhibit the customary credits (e.g., writer, producer,
director, talent). TRV shall have the right to include credits for TRV
production personnel in connection with the Program. The total running length of
program credits, including TRV credits, shall not exceed thirty (30) seconds.
Casual or inadvertent failure by TRV to accord any credit shall not be deemed a
material breach. Upon written notice TRV shall take reasonable steps to
prospectively cure any credit defect.
6. Warranties
Grantor hereby represents and warrants as follows:
6.1 Grantor has the right to enter into this Agreement and perform
all obligations hereunder.
6.2 To the extent applicable and unless otherwise set forth in the
applicable Attachment, each Program licensed hereunder shall be documentary in
nature and shall not contain any endorsement of any product or service. In order
to maintain DCI's worldwide reputation as a premier source of highly credible,
non-fiction programming, all statements of fact contained in the Program(s)
shall be true and accurate and shall be substantiated by adequate research in
keeping with generally accepted standards for first-class documentary film
makers. Moreover, all dramatizations and reenactments shall be clearly
identified as such. Without limiting any additional rights TRV may have under
this Agreement, Grantor shall assume all costs reasonably incurred by TRV in
order to correct any factual inaccuracies contained in the Program as of the
date of delivery.
6.3 Grantor has paid or will pay all charges, taxes, license fees
and other amounts that have been or may become owed in connection with each
Program or the exercise of any rights granted herein, and there are no pending
claims, liens, charges, restrictions or encumbrances on any Program or on such
rights.
6.4 The exercise of the rights granted herein by TRV and its
successors, licensees, and assignees will not violate any law, regulation or
right of any kind whatsoever or give rise to any actionable claim or liability.
Each Program is free of any moral rights or comparable obligations to any third
party.
6.5 No claims have been made or are pending against Grantor or any
other individual or entity arising out of any exhibition of the Program, if any
such exhibition has been made.
TRV hereby represents and warrants as follows:
6.6 TRV has the right to enter into this Agreement and perform all
obligations hereunder. The person executing this Agreement on behalf of TRV is
fully empowered to do so.
6.7 TRV shall exercise only those rights granted to TRV hereunder
and shall not permit any use of the Programs in any manner which is inconsistent
with the provisions of this Agreement.
6.8 There is no present or threatened litigation which might
impair TRV's ability to perform its obligations under this Agreement.
7. Indemnity
Each party shall at all times indemnify and hold harmless the other
party, its affiliates, licensees, assignees and parent, subsidiary and
affiliated companies, and the officers, directors, shareholders, employees and
agents of all such entities against and from any and all claims, damages,
liabilities, costs and expenses (including, without
Exhibit A - Page 2
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limitation, reasonable outside counsel fees and disbursements) arising out of
any breach or alleged breach by it of any representation, warranty or other
provisions hereof. In the event of any claim or service of process upon a party
involving the indemnification hereinbefore set forth, the party receiving such
notice shall promptly notify the other of the claim. The indemnifying party will
promptly adjust, settle, defend or otherwise dispose of such claim at its sole
cost. If it so elects, the indemnified party shall have the right at its sole
cost to engage its own counsel in connection with such claim. In the event that
the indemnitee determines that the indemnitor is not diligently and continuously
defending any such claim, the indemnitee shall have the right, on its own behalf
and as attorney-in-fact for indemnitor, to adjust, settle, defend or otherwise
dispose of such claim. Any costs incurred by the indemnitee in connection
therewith shall be promptly reimbursed by the indemnitor, and if the indemnitor
fails to so reimburse the indemnitee, the indemnitee shall be entitled to deduct
such amounts from any other sums payable to the indemnitor under the Agreement.
8. Protection of Copyright
8.1 Grantor shall take all reasonable steps to protect all
copyrights pertaining to each Program from infringement and will institute such
action and proceedings as may be reasonable to prevent any unauthorized use,
reproduction, exhibition or exploitation by third parties of each Program, or
any part thereof, or the material on which the Program is based which may be in
contravention of the rights granted to TRV hereunder.
8.2 If Grantor elects not to take any action in the event of any
infringement of copyright or of TRV's rights hereunder, Grantor shall so notify
TRV promptly and TRV shall have the right, but not the obligation, to take such
action as TRV shall deem reasonable in the circumstances. In the event that
Grantor elects not to take any action in the event of any infringement of
copyright or of TRV's rights hereunder, Grantor hereby appoints TRV its
attorney-in-fact to act in its name to prevent any unauthorized use,
reproduction, exhibition or exploitation of any Program or any part thereof. Any
damages awarded or settlement payments made as a result of any action taken by
TRV shall remain DCI's property.
9. Insurance
Grantor shall secure a policy of Producer's (Errors and Omissions)
liability insurance applicable to the exhibition of the Program hereunder,
having limits of at least $1,000,000 per occurrence, $3,000,000 in the
aggregate, and a deductible of no more than $10,000, with respect to each loss
or claim involving the same offending act, failure to act, or matter whether
made by one or more persons and regardless of frequency of repetition relating
to the Program and insuring Grantor against all liability assumed by Grantor
hereunder. Such policy shall be secured at Grantor's own cost and shall be
maintained throughout the License Period. The insurance obtained by Grantor
pursuant to this paragraph 9 shall name TRV as an additional insured. Promptly
after securing such policy but in no event later than the Delivery Date, Grantor
shall furnish TRV with a customary certificate attesting to such insurance and
outlining its terms and limits.
10. Relationship of Parties
Nothing contained in this Agreement shall create any partnership or
joint venture between the parties. Neither party may make binding commitments on
the part of the other, except as otherwise specifically agreed hereunder. This
Agreement is not for the benefit of any third party not a signatory hereto and
shall not be deemed to give any right or remedy to any such party whether
referred to herein or not.
11. Notices
Notices shall be in writing and delivered by personal delivery; first
class certified or registered mail, return receipt requested; U.S. Express mail,
or an express overnight service (such as Federal Express); or telecopier (with
confirmation and concurrent mailing), addressed as set forth in the Agreement or
such other address designated by a party in writing. Notice shall be deemed to
have been given when actually received.
12. Default
If Grantor defaults in the performance of any of its material
obligations hereunder (with the exception of a default in delivery which is
covered in paragraph 3.3 hereof) and such default shall not be cured within ten
(10) days after written notice thereof to Grantor, or if Grantor becomes
insolvent, or if a petition under any bankruptcy act shall be filed by or
against Grantor which petition, if filed against Grantor, shall not have been
dismissed within sixty (60) days thereafter, or if Grantor executes an
assignment for the benefit of creditors, or if a receiver is appointed for the
Exhibit A - Page 3
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assets of Grantor, or if Grantor takes advantage of any insolvency or any other
like statute (any of the above acts are hereinafter called "Event of Default"),
then TRV may, in addition to any and all other rights which it may have against
Grantor, terminate this Agreement by giving written notice to Grantor at any
time after the occurrence of an Event of Default. Notwithstanding such
termination, the indemnities, warranties and representations set forth herein
shall remain in full force and effect.
13. Miscellaneous
13.1 This Agreement contains the entire understanding and
supersedes all prior understandings between the parties relating to the subject
matter herein and this Agreement cannot be changed or terminated except in a
writing executed by both parties. This Agreement may not be assigned by either
party without the prior written consent of the other. Notwithstanding the
foregoing, either party may assign this Agreement to a parent, subsidiary or
affiliate or to a company to which either party is sold or into which either
party is merged or consolidated; provided such assignment shall not relieve the
assigned party of its obligations hereunder. Each party will, upon the other's
request, promptly furnish to the other copies of such agreements or other
documents as the other may reasonably desire in connection with any provisions
of this Agreement.
13.2 All provisions hereof shall be kept strictly confidential by
the parties and may not be disclosed without prior written consent (except that
each party may disclose such matters, to the extent reasonably necessary, to its
attorneys, auditors, consultants, shareholders and other fiduciaries, provided
such fiduciaries commit in writing to abide by the confidentiality provisions
set forth in this subparagraph). Grantor shall not issue any non-incidental or
derogatory public or press statements about the Program in the Territory without
DCI's prior written permission.
13.3 If either party is materially hampered from performing
hereunder by reason of any law, natural disaster, labor controversy, war, or any
similar event ("Force Majeure") failure to perform shall not be deemed a breach
of or default under this Agreement and neither party shall be liable to the
other therefor. If a Force Majeure continues for more than four (4) weeks, then
upon notice, TRV may terminate this Agreement as it relates to the applicable
Program without further liability to Grantor, except for appropriate payment or
adjustment in regard to payments to be made hereunder, if any, prior to
termination.
13.4 This Agreement shall be construed and enforced under the laws
of the State of New York. Grantor and TRV hereby consent to and submits to the
jurisdiction of the federal and state courts located in the State of New York.
Grantor and TRV waive any defenses based upon lack of personal jurisdiction or
venue, or inconvenient forum.
13.5 If any provision herein is unenforceable then such provision
shall be of no effect on any other provision hereof.
13.6 No waiver of any breach hereof shall be deemed a waiver of any
other breach hereof.
13.7 Rights and remedies granted to TRV hereunder are cumulative.
The exercise of one shall not diminish or affect any other rights or remedies at
law or in equity. Grantor's sole remedy under this Agreement shall be an action
at law for damages; Grantor shall not be entitled to equitable relief.
13.8 Grantor acknowledges that the names and marks "DSC",
"Discovery Channel", "TLC", and any other TRV (or any DCI subsidiary or
affiliate) trademarks and any logos and variations incorporating the same, are
as between Grantor and TRV the exclusive property of TRV and that Grantor has
not and will not acquire any proprietary or exploitation rights thereto by
reason of the Agreement unless expressly provided for herein.
Exhibit A - Page 4
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EXHIBIT B
DEFINED TERMS
MEDIA
(i) "DCI Services" shall mean any content services in which
Discovery Communications, Inc. ("DCI") has an ownership interest or controls or
shares control of content decisions, or to which DCI supplies content to be
packaged with a DCI trademark or logo including the Discovery Channel logo, TLC
logo, Animal Planet logo, Travel Channel logo, Discovery Health logo, Discovery
Kids logo, discovery.com logo, Discovery HD Theater logo or any other DCI logo
or trademark.
(ii) "Direct Response Home Video" shall mean the distribution,
licensing, sale, rental, and/or exploitation via any analog or digital medium
(e.g., without limitation, video cassettes, DVDs, digital videodiscs, compact
videodiscs or in any other analogous format now known or hereafter invented),
directly to consumers via any DCI-controlled outlet (including, without
limitation, any TRV Service, any DCI-controlled catalogue and any DCI-controlled
retail store), for private viewing of the visual images and synchronized
audio-track by means of playback device which causes a visual image on the
screen of a television receiver, computer or comparable device, where both the
playback device and the receiver are located in the same location.
(iii) "Home Video" shall mean the distribution, licensing, sale,
rental and/or exploitation via any analog or digital medium (e.g., without
limitation, video cassettes, DVDs, digital videodiscs, compact videodiscs or in
any other analogous format now known or hereafter invented), for private viewing
of the visual images and synchronized audio-track by means of playback device
which causes a visual image on the screen of a television receiver, computer or
comparable device, where both the playback device and the receiver are located
in the same location.
(iv) "Institutional Non-Theatrical Media" shall mean the
distribution, exhibition, licensing, sale, rental and/or exploitation on video
cassettes, videodiscs, closed circuit or in any other analogous format, now
known or hereafter invented, to schools, libraries, churches, museums, summer
camps, private businesses and other markets customarily referred to as "school",
"educational" "instructional" or "institutional"; provided, Institutional
Non-Theatrical Media shall not include any distribution to any person, entity or
venue (including but not limited to those described above) for any exploitation
or exhibition to audiences where a charge for admission is made.
(v) "Non-Standard Television" shall mean transmission to
individual or multiple receivers by all means of technology, whether now
existing or hereafter invented, other than Standard Television. "Non-Standard
Television" shall include, without limitation, transmission by means of cable,
direct broadcast satellite, pay DTT, LPTV, CATV, SMATV, MMDS, TVRO, microwave,
wireless cable, online, DSL, ADSL, via file server, telephonic, scrambled UHF,
super stations, and closed circuit television systems.
(vi) "On-Line Rights" shall mean the right to reproduce, copy,
modify, adapt, create derivatives, use or otherwise exploit all or any portion
of the Program, elements and/or versions thereof in combination with or as a
composite of other content of any nature, including but not limited to, text,
data, photographs, illustrations and/or video or audio segments or any
combination of the foregoing, and to transmit or deliver the resulting
combination or composite product by means of any telecommunications system or
any broadcast technology (whether now known or hereafter developed), whether
analog or digital, capable of reception and display on and/or through electronic
devices (e.g., personal computers, network computers, televisions, handheld
devices, cell phones or other reception devices, whether now known or hereafter
devised) using a central processing unit to access content, irrespective of
whether such networks or devices are open or proprietary, public or private, or
whether a fee is charged or a subscription or membership is required in order to
access such networks or devices. For the avoidance of doubt, this encompasses,
without limitation, any services distributed by means of the worldwide matrix of
interconnecting computers using the TCP/IP protocols or subsequent technologies
and/or protocols such as, but not limited to the "Internet" or "World Wide Web"
or higher speed connections.
(vii) "Standard Television" shall mean television distribution by a
UHF or VHF television broadcast station or by unencrypted digital transmission,
the video and audio portions of which are intelligibly receivable without charge
by means of standard roof top or television set built-in antennas; provided, for
purposes of this Agreement the broadcast like those in England by the BBC in
which a license fee, tax or similar charge is made for use of a television shall
be considered Standard Television. Without limiting the foregoing, Standard
Television shall include conventional, over-the-air television as well as the
collection of retransmission copyright royalties related thereto.
Exhibit B - Page 1
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(viii) "Television" shall mean all forms of Standard Television and
Non-Standard Television.
(ix) "Transportation Non-Theatrical Media" shall mean the
distribution, licensing, sale, rental and/or exploitation on video cassettes,
videodiscs or in any other analogous format, now existing or hereafter invented,
to airline, rail, cruise and other markets customarily referred to as
"in-flight" or "transportation" (including, without limitation, air, rail or
cruise transportation bearing the flag of any country within the Territory or
based in any country within the Territory, traveling to any country within or
outside of the Territory).
Exhibit B - Page 2
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TERRITORIES
(i) "Africa Territory" shall mean Algeria, Angola, Benin,
Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic,
Chad, Comores Islands, Congo, Djibouti, Egypt, Equatorial Guinea, Eritrea,
Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea Bissau, Ivory Coast, Kenya,
Lesotho, Liberia, Libya, Madagascar, Malawi, Mali, Mascarenes Islands,
Mauritania, Mayotte, Morocco, Mozambique, Namibia, Niger, Nigeria, Reunion,
Rwanda, San Tome & Principe, Senegal, Seychelles, Sierra Leone, Somalia, South
Africa, Sudan, Swaziland, Tanzania, Togo, Tunisia, Uganda, Western Sahara,
Zaire, Zambia, Zimbabwe.
(ii) "Canadian Territory" shall mean Canada, its territories,
possessions, commonwealths, instrumentalities and protectorates.
(iii) "Caribbean Territory" shall mean Anguilla, Antigua & Barbuda,
Aruba, Bahamas, Barbados, Bermuda, British Virgin Islands, Cayman Islands, Cuba,
Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica, Martinique,
Montserrat, Netherland Antilles, Puerto Rico, St. Lucia, St. Kitts & Nevis, St.
Vincent & Grenadines, Trinidad & Tobago, Turks & Caicos Islands, U.S. Virgin
Islands.
(iv) "Central/South Asian Territory" shall mean the following:
Afghanistan, Brunei, Cambodia, China, Hong Kong, Indonesia, Japan, Laos, Macao,
Malaysia, Mongolia, Mauritius, Myanmar, North Korea, Papua New Guinea,
Philippines, Seychelles Islands, Singapore, South Korea, Taiwan, Thailand,
Vietnam.
(v) "European Territory" shall mean Albania, Belgium, Bosnia,
Bulgaria, Commonwealth of Independent States, Croatia, Cyprus, Czech Republic,
Estonia, Finland, Greece, Hungary, Iceland, Kingdom of Denmark, Latvia,
Lithuania, Luxembourg, Macedonia, Malta, Norway, Poland, Romania, Slovakia,
Slovenia, Sweden, The Netherlands, Yugoslavia (also known as Serbia and
Montenegro).
(vi) "German Territory" shall mean Austria, Germany, Liechtenstein,
Luxembourg, Switzerland, South Tyrol.
(vii) "Iberia Territory" shall mean Andorra, Portugal, Spain.
(viii) "India Territory" shall mean Bangladesh, Bhutan, India,
Maldives, Nepal, Pakistan, Sri Lanka.
(ix) "Italy Territory" shall mean Capodistria, Italy, Malta, San
Marino, Switzerland, Vatican City.
(x) "Latin America Territory" shall mean Argentina, Belize,
Bolivia, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Falkland
Islands, French Guyana, Guatemala, Guyana, Haiti, Honduras, Mexico, Nicaragua,
Panama, Paraguay, Peru, Suriname, Uruguay, Venezuela and the Caribbean Territory
(as defined above).
(xi) "Middle East Territory" shall mean Aramco, Bahrain, Cyprus,
Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Palestine, Qatar, Saudi
Arabia, Syria, Turkey, United Arab Emirates, Yemen.
(xii) "North American Territory" shall mean the United States
Territory and the Canadian Territory.
(xiii) "Pacific Rim Territory" shall mean Australia, New Zealand,
American Samoa, Cook Islands, Fiji, French Polynesia, Guam, Kiribati Islands,
Marshall Islands, Micronesia, Nauru, New Caledonia, Niue, North Mariana Islands,
Palau, Solomon Islands, Tonga, Tuvalu, Vanuatu, Wallis & Futuna Islands, Western
Samoa.
(xiv) "UK Territory" shall mean the United Kingdom of Great Britain,
Northern Ireland, Eire, Isle of Man and the Channel Islands.
(xv) "United States Territory" shall mean the United States, its
territories, possessions, commonwealths, instrumentalities, protectorates and
military bases.
Exhibit B - Page 3
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ATTACHMENT FOR NEW PROGRAM
DATED AUGUST 22, 2003
TO MASTER AGREEMENT DATED AUGUST 22, 2003
BETWEEN THE TRAVEL CHANNEL, L.L.C. ("TRV") AND WORLD POKER TOUR
L.L.C., ("Producer")
located at 1041 North Formosa Ave, Formosa Building, Suite 99, West Hollywood,
CA 90046
1. PROGRAMS
COM,
TITLE: RUN LICENSE LICENSE
NAME EPISODE TIME MEDIA TERRITORY PERIOD FEE
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World Poker Tour: 13 x 120 minutes Non-Standard Television United 4 years, commencing on $**
Season 2; A 13 event poker on any DCI Service States the earlier of (a) the ($** per
league culminating in the Territory first exhibition of the episode for
World Poker Tour Transportation Episode in the United thirteen (13)
championship. (14 episodes) Non-Theatrical Media (as States Territory; and (b) Episodes
(each, an "Episode") defined below) the date which is sixty
(60) days after delivery
to and acceptance by TRV
of the Episode.
---------------------------------------------------------------------------------------------------------------------------------
Battle of Champions 1 x 120 minutes Same as above Same as above Same as above $**
(i.e. First Special)
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Ladies' Night 1 x 120 minutes Same as above Same as above Same as above $**
(i.e. Second Special)
---------------------------------------------------------------------------------------------------------------------------------
Hollywood Home Games #001 1 x 120 minutes Same as above Same as above Same as above
(i.e.Third Special) $**
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Page 1
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Hollywood Home Games #002 1 x 120 minutes Same as above Same as above Same as above $**
(i.e. Fourth Special)
---------------------------------------------------------------------------------------------------------------------------------
Hollywood Home Games #003 1 x 120 minutes Same as above Same as above Same as above $**
(i.e. Add'l Special #1)
---------------------------------------------------------------------------------------------------------------------------------
Hollywood Home Games #004 1 x 120 minutes Same as above Same as above Same as above $**
(i.e. Add'l Special #2)
---------------------------------------------------------------------------------------------------------------------------------
First Additional Series 1 x 120 minutes Same as above Same as above Same as above $**
Episode
(i.e. PokerStars.com)
---------------------------------------------------------------------------------------------------------------------------------
Up to Three (3) Additional 1 x 120 minutes Same as above Same as above Same as above $** each
events and episodes
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2. DELIVERY MATERIALS AND DATE(S)
The Episodes constituting the Program shall be photographed,
mastered and delivered to TRV in accordance with Exhibits D ("Program
Materials") and G ("Technical Specifications") attached thereto. The Program
shall be produced in accordance with Exhibit F ("Production Schedule"). Producer
acknowledges that timely delivery is of the essence with respect to the
applicable Program. TRV acknowledges that timely payment of the License Fee and
each portion thereof in accordance with the Payment Template and the Payment
Schedule is of the essence of this Agreement. For purposes of clarity, Producer
acknowledges that Producer's remedy in the event of breach shall be limited by
the terms of paragraph 13.7 of the Master Agreement and paragraph 17.Q. below.
3. LICENSE FEE AND PAYMENT SCHEDULE
The License Fee shall be payable in accordance with Exhibit C-1
("Payment Template") and Exhibit C-2 ("Payment Schedule"). TRV has the right to
withhold any payments respecting an Episode to Producer in the event Producer
fails to deliver any of the Program Materials respecting such episode.
4. ADDITIONAL REGULAR SEASON PROGRAMS
A. Provided that TRV is not in material breach of this Agreement,
TRV shall have five (5) consecutive, dependent, exclusive options (each, an
"Option"), exercisable in TRV's discretion, to require Producer to produce and
deliver to TRV, additional seasons of the Program (each, a "Season") of thirteen
(13) Episodes per Season (each, an "Additional Series Order", subject to
Paragraph 7 below. TRV's Option for each Season expires on the date sixty (60)
days prior to the date (the "Option Exercise Deadline") of commencement of
production on the first poker tournament of the immediately following Season
(the "Season Commencement Date") provided that Producer has informed TRV in
writing of the Season Commencement Date at least
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one hundred and eighty days (180) prior to the Season Commencement Date. If
Producer does not inform TRV of the Season Commencement Date at least one
hundred and eighty days (180) prior to the Season Commencement Date, TRV shall
have an extension on its Option Exercise Deadline equal to the number of days
that notification of the Season Commencement Date is delayed (e.g., If the
Season Commencement Date notification is ten (10) days late, the Option Exercise
Deadline shall be moved to a date which is fifty (50) days prior to the Season
Commencement Date). TRV may exercise the Option by notifying Producer in writing
of its intention to exercise the Option on or before the Option Exercise
Deadline. If TRV elects not to exercise the Option, or if TRV fails to exercise
the Option by notifying the Producer in writing prior to or on the Option
Exercise Deadline, then Producer shall have no further obligations to TRV with
respect to subsequent Seasons, unless otherwise set forth herein, and TRV shall
have no further rights with respect to subsequent Seasons, unless otherwise set
forth herein. If an Option is exercised by TRV, all of the terms and conditions
of this Agreement shall be equally applicable to each and all of the Episodes
constituting the Additional Series Order and shall govern the respective rights,
duties and obligations of the parties hereto with respect to each and all
Additional Series Orders, except only as follows:
(i) The applicable Treatment, Production Schedule, Program
Materials and Payment Schedule for the Additional Series Orders shall be subject
to TRV's approval with respect to each Additional Series Order; provided however
in the event TRV requires changes in the Program Materials set forth in Exhibit
D in such a manner as to cause Producer to incur additional cost, TRV shall
agree to an increase in the License Fee to accommodate such additional cost,
with such increase subject to TRV's approval (not to be unreasonably withheld).
The applicable Payment Schedule for the Additional Series Orders shall be
subordinate to the Payment Template (i.e. in the event of an inconsistency
between the Payment Schedule and the Payment Template, the Payment Template
shall control). Producer shall prepare and deliver the Production Schedule to
TRV, which such Production Schedule shall be approved by TRV within ten (10)
business days after receipt from Producer. Within one (1) week after the
Production Schedule for each Additional Series Order is approved by TRV, TRV
shall prepare and deliver to Producer a Payment Schedule (made in accordance
with the terms of the Production Schedule and the Payment Template) for the
applicable Additional Series Order, and Producer shall have approval rights over
such Payment Schedule (not to be unreasonably withheld; provided that, if for
any reason the Payment Schedule is not prepared and/or approved prior to the
accrual of Payment A in accordance with the Payment Template, TRV shall pay the
Payment A amount to Producer in accordance with the Payment Template.
(ii) The applicable License Fee for the Additional Series Orders
with respect to each Season shall increase by five percent (5%) (on a per
episode basis, including Additional Series Episodes) over the amount of the
License Fee in the immediately preceding Season for such Episodes, or Additional
Series Episodes, as applicable. Producer acknowledges and agrees that Producer
will maintain first-class production values in keeping with current cable
television industry standards at the time of production taking into account the
TRV-approved budget.
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B. In the event that Producer continues to organize the World
Poker Tour events but gives TRV notice in writing within one hundred eighty
(180) days subsequent to TRV's exercise of the Option for an Additional Series
Order, that Producer does not intend to produce any Programs or Specials (which
such election by Producer shall not be a breach of this Agreement) in connection
with such Season, TRV, at its election, shall have the right to contract with
another production entity to produce the Programs respecting that Season and
Specials relating thereto (each, a "TRV Produced Program", collectively, the
"TRV Produced Programs"). Producer shall grant to TRV a license to use the World
Poker Tour name and marks in a manner consistent with the rights granted to TRV
in this Agreement for the exploitation of the TRV Produced Programs, along with
all other intellectual property rights necessary to comply with the terms of
this Agreement and to produce programs consistent with the quality, theme and
content of the Programs, subject to TRV editorial control. In such a case, TRV
shall own all Television and Non-Theatrical Rights in these TRV Produced
Programs throughout the world, in perpetuity. Producer shall be entitled to a
license fee of USD$** for each calendar year in which TRV exploits, or
permits a third party to exploit, the Television rights in and to a TRV Produced
Program, payable to Producer within thirty (30) days of the initial broadcast of
each such TRV Produced Program in each such calendar year. All other rights
shall be negotiated in good faith between the parties provided that TRV shall
have a right of first negotiation and last refusal for such rights (as defined
in Paragraph 7 below).
5. SPECIALS
For each Option for an Additional Series Order, exercised by TRV, and
in addition to the Episodes constituting the Additional Series Order, TRV hereby
orders and Producer agrees to produce and deliver to TRV to order four (4)
specials relating to the Program (each, a "Special") of up to two (2) hours in
commercial length. The parties agree to negotiate in good faith respecting the
creative content of the Specials which may consist of new events, provided
however that TRV shall have the right of final approval over such creative
content. All of the terms and conditions hereof shall be equally applicable to
each and all of the Specials and shall govern the respective rights, duties and
obligations of the parties hereto with respect to each and all of such Specials,
except only as follows:
(i) The applicable Treatment, Production Schedule, Program
Materials and Payment Schedule for the Specials shall be subject to TRV's
approval with respect to each Special; provided however in the event TRV
requires changes in the Program Materials set forth in Exhibit D in such a
manner as to cause Producer to incur additional cost, TRV shall agree to an
increase in the License Fee to accommodate such additional cost, with such
increase subject to TRV's approval (not to be unreasonably withheld). The
applicable Payment Schedule for the Specials shall be subordinate to the Payment
Template (i.e. in the event of an inconsistency between the Payment Schedule and
the Payment Template, the Payment Template shall control). Producer shall
prepare and deliver the Production Schedule to TRV, which such Production
Schedule shall be approved by TRV within ten (10) business days after receipt
from Producer. Within one (1) week after the Production Schedule for each
applicable Special is approved by
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TRV, TRV shall prepare and deliver to Producer a Payment Schedule (made in
accordance with the terms of the Production Schedule and Payment Template) for
the applicable Special, and Producer shall have approval rights over such
Payment Schedule (not to be unreasonably withheld or delayed); provided that, if
for any reason the Payment Schedule is not prepared and/or approved prior to the
accrual of Payment A in accordance with the Payment Template, TRV shall pay the
Payment A amount to Producer in accordance with the Payment Template.
(ii) The Parties acknowledge and agree that with respect to Season
II, "Travel Channel's World Poker Tour Battle of the Champions" shall be deemed
the "First Special" (i.e. 1 of 4), that the applicable License for such First
Special shall be $**, and that the First Special shall be produced,
delivered, and exploited in accordance with Amendment Number 2 to Season 2 Term
Sheet, dated as of November 3, 2003 ("Specials Amendment"), between the Parties
hereto, a copy of which is attached hereto as Exhibit I.
(iii) The Parties acknowledge and agree that with respect to Season
II, "Ladies' Night" shall be deemed the "Second Special" (i.e. 2 of 4), and that
the applicable License Fee for such Second Special shall be $**.
(iv) The Parties acknowledge and agree that with respect to Season
II, "World Poker Tour's Hollywood Home Games #1" shall be deemed the "Third
Special" (i.e. 3 of 4), and that the applicable License Fee for such Third
Special shall be $**.
(v) The Parties acknowledge and agree that with respect to Season
II, "World Poker Tour's Hollywood Home Games #2" shall be deemed the "Fourth
Special" (i.e. 4 of 4), and that the applicable License Fee for such Fourth
Special shall be $**.
(vi) The applicable License Fee for the Specials to be produced in
connection with Additional Series Orders shall be negotiated between the parties
in good faith based on the actual needs of production but in no event shall such
License Fee be less than the amount or increase by five percent (5%) over the
amount of the License Fee negotiated for the last Special of similar length in
the immediately preceding Season ordered pursuant to this Agreement (unless
otherwise agreed to by the parties at such time). The parties acknowledge that
the current License Fee for Specials is ** Dollars ($**) per two hour special
and ** Dollars ($**) per one hour special. Producer acknowledges and agrees that
Producer will maintain first-class production values in keeping with current
cable television industry standards at the time of production taking into
account the TRV-approved budget.
6. ADDITIONAL SPECIALS
Producer and TRV have agreed that in addition to Specials, TRV orders
and Producer shall deliver to TRV the following additional Specials (i.e. a
Special in addition to the four (4) Specials described in Paragraph 5) for
Season II only. to be governed by the terms of this Agreement (each such
additional special shall be referred to herein as an "Additional Special"):
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the "First Additional Special" and the "Second Additional Special" (as such
terms are defined below). For purposes of clarity, there shall be no obligation
on TRV to agree to order any further Additional Specials, and there shall be no
obligation on Producer to deliver any further Additional Specials pursuant to
this Agreement. All of the terms and conditions of this Agreement hereof shall
be equally applicable to each and all of the Specials and shall govern the
respective rights, duties and obligations of the parties hereto with respect to
each and all of such Additional Specials, except only as follows:
(i) The applicable Treatment, Production Schedule, Program
Materials and Payment Schedule for the Additional Specials shall be subject to
TRV's approval with respect to each Additional Special; provided however in the
event TRV requires changes in the Program Materials set forth in Exhibit D in
such a manner as to cause Producer to incur additional cost, TRV shall agree to
an increase in the License Fee to accommodate such additional cost, with such
increase subject to TRV's approval (not to be unreasonably withheld). The
applicable Payment Schedule for the Additional Specials shall be subordinate to
the Payment Template (i.e. in the event of an inconsistency between the Payment
Schedule and the Payment Template, the Payment Template shall control). Producer
shall prepare and deliver the Production Schedule to TRV, which such Production
Schedule shall be approved by TRV within ten (10) business days after receipt
from Producer. Within one (1) week after the Production Schedule for the
Additional Specials is approved by TRV, TRV shall prepare and deliver to
Producer a Payment Schedule (made in accordance with the terms of the Production
Schedule and the Payment Template) for the applicable Additional Special, and
Producer shall also have approval rights over such Payment Schedule (not to be
unreasonably withheld; provided that, if for any reason the Payment Schedule is
not prepared and/or approved prior to the accrual of Payment A in accordance
with the Payment Template, TRV shall pay the Payment A amount to Producer in
accordance with the Payment Template.
(ii) The parties acknowledge and agree that with respect to Season
II, "World Poker Tour's Hollywood Home Games #3" shall be deemed an Additional
Special (the "First Additional Special") and that the applicable license fee for
such First Additional Special shall be $**.
(iii) The parties acknowledge and agree that with respect to Season
II, "World Poker Tour's Hollywood Home Games #4" shall be deemed an Additional
Special (the "Second Additional Special") and that the applicable license fee
for such Second Additional Special shall be $**.
7. ADDITIONAL SERIES EPISODES WITHIN SEASON
A. Producer shall have the right, but not the obligation, to
increase the number of events constituting the World Poker Tour in each Season,
and, in the event that Producer is successful at adding one or more events with
Casino(s) that are identified as one of the "Pre-Approved Events" (as defined
below), or another Casino and event approved by TRV, for a given Season, then
the related number of Episodes constituting the Program respecting such
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Season shall increase by the number of Events and Episodes added pursuant to
this Paragraph (each such added Episode, an "Additional Series Episode");
provided that, in no event shall there by more than four (4) Additional Series
Episodes, unless otherwise agreed to by the parties (i.e. for a total of 17
Episodes, 16 events and the Championship).
B. TRV hereby pre-approves the following Casinos and or events as
potential Additional Series Episodes (the "Pre-Approved Events"): (a) Trump Taj
Mahal (Atlantic City) - United States Poker Championship; (b) Crown Casinos
(Australia) - Crown Australasian Poker Championship; (c) PokerStars.com (Pacific
Cruise) PokerStars Atlantic Adventure; (d) Sands Casino (Atlantic City) - The
Million Dollar Deal; (e) Paradise Poker.com (Costa Rica) Poker in Paradise; (f)
Harrah's New Orleans - Marti Gras of Poker; provided that TRV acknowledges that
the names (and locations for cruise and Costa Rica tournaments) may change;
provided that Producer agrees to attempt to add Pre-Approved Events (a) through
(c), prior to entering into negotiations with Pre-Approved Event (d).
C. TRV shall have pre-approval over any change in the name or
identity of a Pre-Approved Event; which such approval shall not unreasonably be
withheld by TRV.
D. The License Fee respecting each Additional Series Episode
shall be $** (subject to increase pursuant to Paragraph 4(a)(ii)).
E. The applicable Treatment, Production Schedule, Program
Materials and Payment Schedule for the Additional Series Episodes shall be
subject to TRV's approval with respect to each Additional Series Episode;
provided however in the event TRV requires changes in the Program Materials as
set forth in Exhibit D in such a manner as to cause Producer to incur additional
cost, TRV shall agree to an increase in the License Fee to accommodate such
additional cost, with such increase subject to TRV's approval (not to be
unreasonably withheld). The applicable Payment Schedule for the Additional
Series Episodes shall be subordinate to the Payment Template (i.e. in the event
of an inconsistency between the Payment Schedule and the Payment Template, the
Payment Template shall control). Producer shall prepare and deliver the
Production Schedule to TRV, which such Production Schedule shall be approved by
TRV within ten (10) business days after receipt from Producer. Within one (1)
week after the Production Schedule for each Additional Series Episode is
approved by TRV, TRV shall prepare and deliver to Producer a Payment Schedule
(made in accordance with the terms of the Production Schedule and the Payment
Template) for the applicable Additional Series Episode, and Producer shall have
approval rights over such Payment Schedule (not to be unreasonably withheld;
provided that, if for any reason the Payment Schedule is not prepared and/or
approved prior to the accrual of Payment A in accordance with the Payment
Template, TRV shall pay the Payment A amount to Producer in accordance with the
Payment Template.
F. Producer acknowledges and agrees that Producer will maintain
first-class production values in keeping with current cable television industry
standards at the time of production taking into account the TRV-approved budget.
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G. The parties agree that Producer has elected to add the
PokerStars.com event to the Tour, and that the PokerStars.com event shall be the
first Additional Series Episode (i.e. the "First Additional Series Episode").
H. In the event that two (2) or more Additional Series Episodes
are produced in a Season (i.e. if the total number of events and related
Episodes is fifteen (15) or more for a Season) then the number of Specials
required to be ordered by TRV, and to be produced by Producer, pursuant to
Paragraph 5 of this Agreement shall be reduced to three (3) for such Season.
8. ADDITIONAL WPT PROGRAMS / FIRST NEGOTIATION, LAST REFUSAL
A. If TRV exercises its fifth Option under Paragraph 4 above (for
the Season 7 Programs), and provided that TRV is not in material breach of this
Agreement, TRV shall have an exclusive right of first negotiation and last
refusal with respect to the development and/or production of any additional
program(s) covering or presenting World Poker Tour tournaments (e.g., World
Poker Tour VIII) ("Additional WPT Program(s)"). Producer agrees to notify TRV in
writing in the event Producer (either itself or through any other entity) elects
to produce any Additional WPT Program(s), one hundred and eighty (180) days
prior to beginning of the applicable WPT event, thus triggering TRV's right of
first negotiation and last refusal. The parties shall negotiate exclusively for
a period of sixty (60) days after TRV's receipt of such notice (the "Exclusive
Negotiation Period") with respect to the terms and conditions for TRV's
participation in the exploitation of such Additional WPT Program(s).
B. If TRV notifies Producer that it is no longer interested in
the Additional WPT Program(s) or the foregoing negotiations between the parties
with respect to such Additional WPT Program(s) do not result in an agreement,
Producer shall thereafter be free to enter into negotiations with any third
party with respect to such Additional WPT Program(s), provided, Producer will
notify TRV in writing of the material terms of any third-party offer Producer
would like to accept, and TRV shall thereafter have a period of fifteen (15)
days to match and preempt such offer by giving Producer written notice of its
acceptance of the material terms contained in the notice to TRV. If TRV fails to
match and preempt the third-party offer, Producer will be free to accept such
third-party offer. In the event the third-party offer shall not materialize into
an agreement with the third party, the last refusal rights of TRV shall be in
full force and effect with respect to any succeeding third-party offer(s).
However, in the event the third-party offer does materialize into an agreement
with the third party, the rights of first negotiation and last refusal of TRV
shall terminate, and Producer shall have no further obligations, unless
otherwise set forth herein, and TRV shall have no further rights with respect to
any Additional WPT Programs, unless other wise set forth herein.
9. ADDITIONAL NON-WPT PROGRAMS / FIRST NEGOTIATION, LAST REFUSAL
A. Provided that TRV is not in material breach of this Agreement,
TRV shall have an exclusive right of first negotiation and last refusal with
respect to the development and/or
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production of any additional program(s) covering or presenting poker tournaments
that are not related to the World Poker Tour ("Additional Non-WPT Program(s)").
Producer agrees to notify TRV in writing in the event Producer (either itself or
through any other entity) elects to produce any Additional Non-WPT Program(s).
The parties shall negotiate exclusively for a period of sixty (60) days after
TRV's receipt of such notice (the "Exclusive Negotiation Period") with respect
to the terms and conditions for TRV's participation in the exploitation of such
Additional Non-WPT Program(s).
B. If TRV notifies Producer that it is no longer interested in
the Additional Non-WPT Program(s) or the foregoing negotiations between the
parties with respect to such Additional Non-WPT Program(s) do not result in an
agreement, Producer shall thereafter be free to enter into negotiations with any
third party with respect to such Additional Non-WPT Program(s), provided,
Producer will notify TRV in writing of the material terms of any third-party
offer Producer would like to accept, and TRV shall thereafter have a period of
fifteen (15) days to match and preempt such offer by giving Producer written
notice of its acceptance of the material terms contained in the notice to TRV.
If TRV fails to match and preempt the third-party offer, Producer will be free
to accept such third-party offer. In the event the third-party offer shall not
materialize into an agreement with the third party, the last refusal rights of
TRV shall be in full force and effect with respect to any succeeding third-party
offer(s). However, in the event the third-party offer does materialize into an
agreement with the third party, the rights of first negotiation and last refusal
of TRV shall terminate, and Producer shall have no further obligations, and TRV
shall have no further rights with respect to any Additional Non-WPT Programs.
10. FIRST NEGOTIATION/LAST REFUSAL RESPECTING ACQUISITION OF RIGHTS TO
WORLD POKER TOUR
A. In the event that Producer decides not to organize any future
World Poker Tour Events, Producer shall give TRV formal notice in writing of
such election within one hundred eighty (180) days of Producer's such decision
and, provided that TRV is not in material breach of this Agreement, TRV, at its
election, shall have the right of first negotiation and last refusal to acquire
all rights to the World Poker Tour Event ("Acquisition") so that TRV may
continue organizing the World Poker Tour Event without Producer's participation.
The parties shall negotiate exclusively for a period of sixty (60) days after
TRV's receipt of such notice (the "Exclusive Negotiation Period") with respect
to the terms and conditions for TRV's Acquisition.
B. If TRV notifies Producer that it is not interested in pursuing
the Acquisition, or the foregoing negotiations between the parties with respect
to the Acquisition do not result in an agreement, Producer shall thereafter be
free to enter into negotiations with any third party with respect to such
Acquisition, provided, Producer will notify TRV in writing of the material terms
of any third-party offer Producer would like to accept, and TRV shall thereafter
have a period of fifteen (15) days to match and preempt such offer by giving
Producer written notice of its acceptance of the material terms contained in the
notice to TRV. If TRV fails to match and
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preempt the third-party offer, Producer will be free to accept such third-party
offer. In the event the third-party offer shall not materialize into an
agreement with the third party, the last refusal rights of TRV shall be in full
force and effect with respect to any succeeding third-party offer(s). However,
in the event the third-party offer does materialize into an agreement with the
third party, the rights of first negotiation and last refusal of TRV shall
terminate.
11. HOLDBACK
Except as authorized by TRV hereunder, neither the Program, nor any
elements thereof (including outtakes) or versions thereof shall be exhibited on
Television in the United States Territory prior to or during the License Period.
Notwithstanding the foregoing, TRV acknowledges and agrees that, in the event
that TRV is not involved in the production of the Additional Programs, Producer
shall have the right to use up to three minutes (3:00) of consecutive footage
and up to five minutes (5:00) of footage in the aggregate from the Program in,
or in connection with, such Additional Program for exploitation on Television in
the United States Territory during the License Period. Notwithstanding the
foregoing, Producer may utilize clips from the Program in the promotion of the
Tour on Television in the United States Territory during the License Period,
provided that no individual clip exceeds 2 minutes of consecutive footage or
seven (7) minutes of footage in the aggregate, without TRV's prior written
approval. Producer shall include the Travel Channel bug or a constant Chyron on
such promotional clips where practicable, provided that TRV shall have the right
to cause Producer to remove the bug or Chyron at TRV's request (Provided that
such removal shall be done on a prospective basis). Notwithstanding anything to
the contrary contained herein, and only with regards to online exploitation of
clips from the Program, Producer may use clips of up to five (5) consecutive
minutes and of up to ten (10) minutes in the aggregate for promotional purposes
only. Any other online use shall require TRV's prior written approval.
12. PREMIERE STATUS
Producer represents and warrants that the Program has not been and will
not be exhibited on any form of Television prior to the commencement of the
License Period and TRV shall have the world premiere of each Episode
constituting the Program provided that TRV exhibits such Episode within ninety
(90) days of delivery to and acceptance by TRV of the final Program Materials
deliverable hereunder for such Episode, such acceptance not to be unreasonably
withheld or delayed.
13. CREDITS
A. The parties agree that the Program and all versions thereof shall
contain the production credit for TRV and Producer as set forth below in all
media in the Territory. At its option and expense, TRV may substitute another
TRV-affiliated entity in the production credit or remove its credit.
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PRODUCED BY WORLD POKER TOUR FOR TRAVEL CHANNEL
B. The parties agree that the Program and all versions thereof
shall contain the production credit for TRV in the end titles as set forth below
in all media outside of the Territory. At its option and expense, TRV may
substitute another TRV entity in the production credit or remove its credit.
PRODUCED BY WORLD POKER TOUR IN ASSOCIATION WITH TRAVEL CHANNEL
C. Producer shall receive an on-screen logo credit in the
Program.
D. Steven Lipscomb shall receive sole Executive Producer credit
in the Program and sole "Created By" credit in the Program. Notwithstanding the
foregoing, TRV shall be entitled to include a Network Executive Producer credit
in the TRV credits section of the Program.
E. Producer may remove the TRV credit outside of the United
States Territory only if Producer can provide a written explanation to TRV that
demonstrates to TRV that the TRV credit would prevent sales of the Program to a
third party.
F. TRV agrees not to remove any of the credit categories listed
in the Credit Exhibit attached hereto ("Exhibit E"). Producer may modify the
persons entitled to such credits based on the contributions made in connection
with each Episode, provided that such modification(s) will not materially extend
the length of the credits. Nothing herein shall restrict TRV's ability to
reposition or speed up the credits as set forth in the Master Agreement.
14. SPONSORSHIPS
A. TRV and Producer agree to develop a target list of potential
entities interested in acquiring the naming rights for the World Poker Tour
television series ("the "WPT Naming Rights"). There shall be only one (1)
sponsor entitled to the WPT Naming Rights for the entire World Poker Tour
television series (e.g. The ** World Poker Tour). The benefit of the sale (i.e.
all monies and other considerations) of the WPT Naming Rights shall accrue to
Producer. In addition to any amounts received by Producer for the WPT Naming
Rights, said sponsor must agree to purchase from TRV a minimum of $ ** in TRV
media per each 13 episode production cycle (the "Minimum TRV Media Commitment"),
for TRV's sole benefit. The Minimum TRV Media Commitment in connection with the
Additional Series Orders shall increase by an amount equal to $ ** for each
production cycle (unless TRV approves in writing otherwise). In addition, TRV
shall be entitled to ** percent ( ** %) of the increase in Producer's "Adjusted
Gross Revenues" (as defined herein) received by Producer from the WPT Naming
Rights (over the Adjusted Gross Revenues received by Producer from the sale of
the WPT Naming Rights in the previous production cycle in which such rights were
sold). In connection with the foregoing, potential sponsors may not be
approached by Producer without the approval of TRV and TRV shall have the right
to approve a sale of the WPT Naming Rights. TRV will not exercise its approval
herein in a manner that would frustrate the sale of the WPT
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Naming Rights, but only to protect its brands and businesses. For purposes of
clarity, and by way of illustration rather than limitation, TRV may withhold
approval of the sale of the WPT Naming Rights to avoid category conflict for a
TRV media customer/sponsor of the Episodes who purchases at least ** units of
media per Episode over more than ** full quarter. All presentations by Producer
respecting the sale of the WPT Naming Rights must include a TRV representative.
TRV will ensure that a representative will be reasonably available for such
meetings, provided that Producer has provided TRV with reasonable notice of
such meetings. Any agreement respecting with the WPT Naming Rights must be
closed 3 months prior to the broadcast of the first Episode of the Season
subject to such agreement (unless the Parties agree otherwise). Individual
Program entitlements shall not be sold. Producer acknowledges that any off-air
entitlements will not include any on-air obligations for TRV. For purposes of
clarity, Producer will not be restricted from selling Event sponsorships that
have no television component. Producer will coordinate with TRV to minimize
conflicts in sponsorship categories. Producer further acknowledges and agrees
that it will not sell such off-air sponsorships in the categories of adult
entertainment (e.g., x-rated advertisers) and firearms.
B. TRV shall have the exclusive right to sell all other audio
visually represented sponsorships in the Program (e.g., the Amazon Poker Lingo).
Producer will work with TRV to organically integrate these opportunities into
the graphics of the show. TRV and Producer agree and acknowledge that all such
sponsorships incorporated into the Program shall be incorporated in such a
manner to be removable for international television distribution. Any and all
additional out-of pocket costs for such integration which take place outside of
the TRV-approved production budget will be borne exclusively by TRV (in addition
to and separate from any fees paid hereunder). ** For purposes of clarity, this
paragraph shall not be construed to restrict TRV's ability to sell traditional
commercial spots to these categories during broadcast of World Poker Tour shows
on TRV, **. Subject to the restrictions above, TRV shall have the exclusive
right to sell all other television/on-air sponsorships/media in the Series in
the Territory.
C. The parties acknowledge and agree that certain sponsorship
rights have been accorded to Anheuser-Busch in accordance with that certain
Amendment Number 3 to Season 2 Term Sheet dated as of November 12, 2003
("Anheuser-Busch Amendment"), between the parties hereto, a copy of which is
attached hereto as Exhibit J.
15. PROMOTION
Producer shall be permitted to incorporate two tosses to Travel
Channel's website into each Episode, which such website shall include a page
co-branded with TRV and WPT (the "TRV Site"), and which such tosses shall be
subject to TRV's approval. The TRV Site will contain prominent links to the
World Poker Tour web site, the placement and number of such links to be
determined by TRV in its sole discretion. For purposes of clarity and
notwithstanding the foregoing, Producer acknowledges and agrees that, in the
event that the World Poker Tour
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website at any time includes the ability to engage in illegal online gambling,
TRV shall no longer be required to provide any links to the World Poker Tour
website. TRV acknowledges that it does not have the right to use the WPT name,
trademark, logo, and/or images in any co-promotion of the Program with an
external third party (other than the use of the title of the Series and for the
promotion thereof) without the express written consent of Producer, which such
consent shall not be unreasonably withheld. For the avoidance of doubt, Producer
acknowledges and agrees that nothing in this paragraph shall restrict TRV's
right to use the name or logo "World Poker Tour" (as such name or logo is used
as title of the Series) for TRV's promotion of the Series or the TRV networks,
including advertising with third parties (for purposes of clarity, TRV's right
to use the World Poker Tour name or logo as set forth herein shall not extend to
using the World Poker Tour name or logo as such name or logo relates to the
World Poker Tour entity apart from the Program in any manner that would imply
sponsorship by the World Poker Tour entity of a third party). Notwithstanding
anything to the contrary herein, and subject to TRV's right to use the WPT name
and logos as set forth in the preceding sentence, TRV acknowledges and agrees
that it shall not use the WPT name logo, images or other intellectual property
in a manner that connotes the WPT's endorsement of a third party name or brand.
16. REVENUE SHARING
A. Fifteen percent (15%) of Producer's "Adjusted Gross Revenues"
(as such term is defined in Exhibit H) from exploitation of Television Rights,
Home Video Rights, Institutional and Transportation Non-Theatrical Rights,
Publishing Rights and Merchandising Rights (as such terms are defined in this
Agreement) in and to the Programs outside the United States Territory ** ("TRV's
Participation"). Upon termination of this Agreement, TRV Participation in the
Merchandising Rights and Publishing Rights (as defined below) shall be based on
the following formula:
**
provided that, notwithstanding the foregoing reduction, in no event shall TRV's
Participation be reduced to less than **% of Merchandising and Publishing
markets prior to the point in time that is twenty (20) years after the deal is
terminated;
and in no event shall TRV's Participation in the exploitation of the
Institutional and Transportation Non-Theatrical rights, Home Video Rights or
Television outside the Territory be reduced after termination of this Agreement.
Page 13
<PAGE>
B. "Merchandising Rights" shall mean the distribution, licensing,
sale or other exploitation of tangible goods that utilize names, likenesses or
characteristics of artists in their roles, or other personnel, materials or
services included in the Program or any episode, or the title, props, sets,
expressions or other elements of the Program, and that are made for sale to the
general public. For clarity, Merchandising Rights do not include Publishing
Rights and Home Video Rights, services, or commercial tie-in rights.
C. "Publishing Rights" shall mean production, manufacture or
other exploitation, by means of text, still photo and/or still illustration in
any format now known or hereafter developed (including, without limitation,
books, magazines and newsletters and customary subsidiary rights such as
paperback reprints, book club publications, audio recordings, etc.).
17. ADDITIONAL PROVISIONS
A. For purposes of this Attachment, "Transportation
Non-Theatrical Media" shall mean the distribution, licensing, sale, rental
and/or exploitation on video cassettes, videodiscs or in any other analogous
format, now existing or hereafter invented, to airline, rail, cruise and other
markets customarily referred to as "in-flight" or "transportation" (including,
without limitation, air, rail or cruise transportation bearing the flag of any
country within the Territory or based in any country within the Territory,
traveling to any country within or outside of the Territory).
B. Notwithstanding anything to the contrary herein, TRV
acknowledges and agrees that Producer shall be allowed to provide banner space
to its member casinos, around the WPT final table (subject to the restrictions
of Paragraph 17.P. below). TRV shall have the right to preapprove any such
banner space and the content of such banners for the casinos in its sole
discretion, provided that such approval shall not be unreasonably withheld. TRV
hereby pre-approves Aviation Club de France, Bellagio, The Bicycle Casino,
Borgata, Ultimate Bet's Ultimate Poker Classic, Foxwoods, Horseshoe Casino, Gold
Strike Casino, Commerce Casino, WPT Invitational, Bay 101, Party Poker's Party
Poker Million, Reno Hilton, WPT Championship, and Crown Casinos Australia; Trump
Taj Mahal; Sands Casino; Pokerstars.com; Paradise Poker.com; and Harrah's New
Orleans. For purposes of clarity, the manner and placement of such banners shall
be subject to TRV's editorial approval, which shall not be exercised
unreasonably.
C. If TRV does not exhibit each Episode of the Program at least
two (2) times by the latter of: (a) October 31st of the year in which each
Episode is delivered and accepted by TRV, or (b) the date three (3) months after
delivery and acceptance of the final Episode of the Program for that Season to
TRV then, upon TRV's receipt of written notice from Producer, TRV's Non-Standard
Television rights and Transportation Non-Theatrical rights shall become
non-exclusive.
Page 14
<PAGE>
D. Producer acknowledges that TRV deems the provision by Producer
of the personal services of Steve Lipscomb as Executive Producer all times
during and in connection with the production of the Program is of the essence of
this Attachment and a material inducement to TRV entering into this Attachment.
E. Notwithstanding anything to the contrary herein or in the
Master Agreement, TRV shall have the right to creative and editorial input
throughout, and approval over, all aspects of pre-production, production,
post-production and completion of the Program (the "Production Activities"). TRV
may be present during the Production Activities and shall designate person(s) as
representative(s) for production approvals required herein. Materials submitted
for approval shall be clearly indicated as such. TRV approvals shall be
exercised within ten (10) business days of receipt of material, except TRV shall
have a reasonable amount of time to approve final delivery of all Program
Materials; silence shall not be deemed an approval.
F. The Program shall be delivered to TRV free of encumbrances
(other than music performance society payments to ASCAP, BMI, SESAC and each of
their foreign affiliates) including, without limitation, liens, security
interests, collective bargaining agreements, residual or reuse obligations and
moral rights or attribution obligations so that TRV may exercise its rights
hereunder without any payments or obligations to any third party. Producer shall
obtain written releases and/or licenses for all elements in the Program (e.g.
stock footage and photos, people, music, graphics and other artwork, trademarks
and locations) as necessary to ensure that the Program is in compliance with the
preceding sentence ("Written Releases"). Producer may not include in the Program
any encumbered elements without prior written approval from TRV.
G. For purposes of clarity, Producer shall be entitled to promote
and publicize the World Poker Tour event itself or the individual events
comprising the World Poker Tour. Producer acknowledges and agrees that TRV shall
have the exclusive right to control the promotion and publicity regarding the
Program. TRV shall consult with Producer with regards to the form and content of
press releases created by TRV regarding the Program.
H. TRV acknowledges and agrees that it has not, as a result of
this Agreement, or as a result of its exercise of any of its editorial approvals
hereunder, acquired an ownership interest in whole or in part in the Program or
the copyright therein.
I. For purposes of clarity, TRV acknowledges and agrees that
paragraph 1 of Exhibit A of the Master Agreement shall not apply to this
Attachment.
J. TRV acknowledges and agrees that it shall not have the right
to repurpose this Program.
Page 15
<PAGE>
K. TRV acknowledges and agrees that the provisions of paragraph
6.2 of Exhibit A of the Master Agreement shall only apply to the extent that
factual statements are being made by a narrator, host, in a voiceover, or
through on-screen graphics but shall not apply to statements made by tournament
participants.
L. TRV will have the right to approve the talent used for the
Program, Episodes covered by such Additional Series Order and Specials (e.g.,
approval over the Program announcers and host(s)), consistent with the
TRV-approved budgets and talent availability. TRV acknowledges that it has
already approved Vincent Van Patten, Shana Hiatt and Mike Sexton as talent for
the Program provided that the talent agreements are consistent with this
Agreement unless otherwise pre-approved by TRV in writing. TRV acknowledges and
agrees that Vince Van Patten's talent agreement may be limited to two, rather
than five, options.
M. Producer represents and warrants that it entered into
long-term agreements with the relevant individual tournaments that will make it
possible to maintain a World Poker Tour consisting of the same event (or
comparable events if pre-approved by TRV) as the event contemplated under this
Agreement.
N. TRV hereby pre-approves Producer to do a trade-out with a
TRV-approved airline to help defray travel costs to the production, and Producer
shall be allowed include a credit and an audio mention (i.e. "promotional
consideration provided by"), subject to TRV's approval, at the end of the
applicable Program Episode.
O. Producer acknowledges and agrees that all tournaments shall be
overseen by an independent tournament director and with regards to the Specials
or Additional Specials, Producer shall hire an independent tournament director
subject to TRV's prior approval.
P. Without limiting TRV's editorial rights in and to the Program
and for purposes of clarity, Producer acknowledges and agrees that TRV's
editorial rights include the right to pixilate, blur and/or remove audio and/or
visual elements of the Program.
Q. In the event of a material breach, Company shall have fifteen
(15) days from notification by Producer of such breach to cure such breach. In
addition, the parties acknowledge and agree that, notwithstanding the provisions
of Paragraph 12 of Exhibit A to the Master Agreement, Producer's right to cure
as set forth in such Paragraph 12 shall be increased from ten (10) days to
fifteen (15) days from notification to Producer.
18. INCLUSION OF STANDARD TERMS AND CONDITIONS
The parties agree that except as expressly modified hereby, the Master
Agreement shall be ratified, confirmed and included herein. In the event of any
inconsistency between the terms of this Attachment and the Master Agreement, the
terms of this Attachment shall govern. The parties agree that the terms of the
Master Agreement, as modified hereby, and the Specials
Page 16
<PAGE>
Amendment and the Anheuser-Busch Amendment express the entire agreement between
TRV and Producer and shall replace and supersede all prior arrangements and
representations, either oral or written, including without limitation, the Term
Sheet, as to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto hereby execute this Attachment
as of the date first specified above.
WORLD POKER TOUR, L.L.C THE TRAVEL CHANNEL, L.L.C.
By: /s/ Steven Lipscomb By: /s/ William M. Campbell
------------------------------ --------------------------------
Printed Name: Steven Lipscomb Printed Name: William M. Campbell
Title: Chief Executive Manager Title: President, U.S. Networks
Date: February 19, 2004 Date: February 20, 2004
Page 17
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
EXHIBIT C-1
PAYMENT TEMPLATE
The Payment Schedule for each Season and each Episode, Special, Additional
Special or Additional Series Episode, as the case may be, to be produced
pursuant to this Agreement shall be as follows:
PAYMENT A -- **% of the total License Fee for each Episode, Special and
Additional Special, as applicable: Payment to Producer: (a) within fourteen (14)
days of Producer's execution of this Agreement, in connection with Episodes,
Specials and Additional Specials produced in connection with Season II, (b)
within fourteen (14) days of TRV's receipt of insurance policies required to be
delivered pursuant to the Program Materials in connection with Episodes to be
produced in connection with each Additional Series Order (if applicable) and
only subsequent to TRV's exercise of any Option pursuant to Paragraph 4(A) of
the Agreement, if ever; and (c) within fourteen (14) days of TRV's receipt of
insurance policies required to be delivered pursuant to the Program Materials in
connection with each Special and Additional Special (as applicable) to be
produced pursuant to this Agreement, if any, and only subsequent to Producer's
and TRV's agreement upon the License Fee in connection with each such Special
and or Additional Special.
PAYMENT B -- **% of the License Fee for each Episode, Special or Additional
Special, as applicable: Payment at least thirty (30) days prior to commencement
of principal photography of such Episode, Special, or Additional Special as
detailed in the mutually approved Production Schedule.
PAYMENT C -- **% of the License Fee for each Episode, Special or Additional
Special, as applicable: Payment within 14 days of delivery to and approval by
TRV of the all Program Production Milestone Materials - Editorial Milestones
Items 1- 10. And Final Program Materials - Program Master Tapes and Material
Elements, Items A1-3 of such Episode, Special or Additional Special as detailed
in the mutually approved Production Schedule.
PAYMENT D -- **% of the License Fee for each Episode, Special or Additional
Special, as applicable: Payment within 14 days of delivery to and approval by
TRV of (a) all Final Program Materials, (b) Program Production Element Binder,
Items B1-2 and (c) Program Legal binder, Items C1-3 of such program as detailed
in the mutually approved production schedule.
The parties agree to work together to prepare the actual anticipated cash
payment dates payable pursuant to this Payment Template in accordance with the
Production Schedule in connection with each Episode, Special, and Additional
Special produced pursuant to this Agreement; provide that, in the event of an
inconsistency between this Payment Template and the Payment Schedule, the
Payment Template shall control.
Exhibit C-1 Page 1
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
EXHIBIT C-2
PAYMENT SCHEDULE
TWO (2) PAGES TO FOLLOW
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
WORLD POKER TOUR
PAYMENT SCHEDULE
C
B **%
**% PAYMENT WITHIN 14
PAYMENT WITHIN 30 DAYS OF DELIVERY TO
A DAYS PRIOR TO AND APPROVAL BY DCI
**% COMMENCEMENT OF OF THE ALL PROGRAM
UPON SCHEDULED WPT B PRODUCTION C
EPISODE LICENSE FEE MUTUAL EXECUTION EVENTS DELIVERY DATE MILESTONE MATERIALS DELIVERY DATE
---------------------------------------------------------------------------------------------------------------------------------
201 Paris $ ** $ ** $ ** 9-Jun-03 $ ** 31-Dec-03
202 Bike $ ** $ ** $ ** 1-Aug-03 $ ** 12-Jan-04
214 Ladies Night $ ** $ ** $ ** 1-Aug-03 $ ** 21-Nov-03
203 Borgata $ ** $ ** $ ** 20-Aug-03 $ ** 26-Jan-04
204 Aruba $ ** $ ** $ ** 15-Sep-03 $ ** 2-Feb-04
205 Foxwoods $ ** $ ** $ ** 15-Oct-03 $ ** 23-Feb-04
250 Hollywood $ ** $ ** $ ** 6-Oct-03 $ ** 21-Jan-04
Home Game I
251 Hollywood $ ** $ ** $ ** 7-Oct-03 $ ** 20-Feb-04
Home Game II
252 Hollywood $ ** $ ** $ ** 4-Nov-03 $ ** 5-Mar-04
Home Game III
253 Hollywood $ ** $ ** $ ** 5-Nov-03 $ ** 26-Mar-04
Home Game IV
206 Bellagio $ ** $ ** $ ** 13-Nov-03 $ ** 1-Mar-04
215 Battle of Champions $ ** $ ** $ ** 14-Nov-03 $ ** 23-Jan-04
216 Pokerstars Cruise $ ** $ ** $ ** 17-Dec-03 $ ** 22-Mar-04
207 Tunica $ ** $ ** $ ** 17-Dec-03 $ ** 29-Mar-04
208 Commerce $ ** $ ** $ ** 20-Jan-04 $ ** 19-Apr-04
209 Invitational $ ** $ ** $ ** 20-Jan-04 $ ** 3-May-04
210 Bay 101 $ ** $ ** $ ** 2-Feb-04 $ ** 24-May-04
211 Party Poker Cruise $ ** $ ** $ ** 13-Feb-04 $ ** 31-May-04
212 Reno $ ** $ ** $ ** 28-Feb-04 $ ** 16-Jun-04
213 Championship $ ** $ ** $ ** 18-Mar-04 $ ** 23-Jun-04
-------------- -------------- -------------- --------------
TOTALS $ ** $ ** $ ** $ **
-------------- -------------- -------------- --------------
D
**% PAYMENT
WITHIN 14 DAYS OF
DELIVERY TO AND
APPROVAL BY DCI
OF ALL FINAL D
PROGRAM DELIVERY
EPISODE MATERIALS DATE
-----------------------------------------------------------------------
201 Paris $ ** 24-Mar-04 $ **
202 Bike $ ** 4-Feb-04 $ **
214 Ladies Night $ ** 10-Dec-03 $ **
203 Borgata $ ** 3-Mar-04 $ **
204 Aruba $ ** 31-Mar-04 $ **
205 Foxwoods $ ** 10-Mar-04 $ **
250 Hollywood $ ** 25-Jan-04 $ **
Home Game I
251 Hollywood $ ** 27-Feb-04 $ **
Home Game II
252 Hollywood $ ** 2-Mar-04 $ **
Home Game III
253 Hollywood $ ** 2-Apr-04 $ **
Home Game IV
206 Bellagio $ ** 17-Mar-04 $ **
215 Battle of Champions $ ** 1-Feb-04 $ **
216 Pokerstars Cruise $ ** 14-Apr-04 $ **
207 Tunica $ ** 21-Apr-04 $ **
208 Commerce $ ** 28-Apr-04 $ **
209 Invitational $ ** 2-Jun-04 $ **
210 Bay 101 $ ** 9-Jun-04 $ **
211 Party Poker Cruise $ ** 16-Jun-04 $ **
212 Reno $ ** 23-Jun-04 $ **
213 Championship $ ** 30-Jun-04 $ **
------------ --------------
TOTALS $ ** $ **
------------ --------------
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
BALANCE DUE - PENDING ON TIME DELIVERY OF ELEMENTS:
PRODUCERS
ACKNOWLEDGES
RECEIPT OF FUNDS
$ **
Execution Payment $ **
Apr-03 $ **
Jul-03 $ **
Sep-03 $ **
Oct-03 $ **
Nov-03 $ **
Dec-03 $ **
Jan-04 $ **
Feb-04 $ **
Mar-04 $ **
Apr-04 $ **
May-04 $ **
Jun-04 $ **
$ **
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
EXHIBIT D
PROGRAM MATERIALS
PROGRAM MATERIALS: The Program Materials for each Program shall consist of
elements and documentation listed below. Producer and DCI (or DCI entity
previously identified in the preamble of the Agreement) further agree that DCI
may require Producer to deliver certain other materials, not included in this
Exhibit, in addition to the Program Materials specifically listed below (the
"Additional Program Materials"). Any and all Additional Program Materials will
be delivered to DCI by Producer and included as part of the Program Materials,
provided that, if and to the extent the cost of any Additional Program Materials
cannot be accommodated within DCI approved Production Budget, Producer shall
give DCI written notice of the incremental direct, out-of-pocket cost involved
and secure DCI's prior written approval before incurring such additional cost.
INCOMPLETE DELIVERY: To the extent that any materials or documents are
incomplete or fail to meet the material requirements specified herein, DCI shall
so notify Producer with reasonable specificity, and Producer shall promptly
thereafter correct all such deficiencies by making delivery to DCI of the proper
materials and documents required hereunder. Acceptance by DCI of less than all
of the items required for delivery of the Program and/or release of the Program
by DCI prior to delivery of all of the items required for delivery of the
Program shall not be construed as a waiver by DCI of Producer's obligation to
deliver any item required hereunder. Under no circumstances shall Producer be
relieved of the obligation to deliver all of the materials and documents
required hereunder, nor shall DCI be deemed to have waived any of said delivery
requirements unless DCI shall so notify Producer in writing, designating the
particular item or items which need not be delivered by Producer to DCI. If
Producer fails to correct the deficiency in a timely manner and if DCI is
required to correct the deficiencies directly, DCI reserves the right to take
steps to recover those direct costs incurred by withholding those direct costs
from the final payment/budget contribution. If there is a deficiency, DCI shall
be reimbursed for any direct costs incurred because of such deficiency,
including but not limited to any additional QC checks beyond the initial QC.
PROGRAM MATERIAL SHIPPING: Prior to each shipment, notification of delivery must
be conveyed via fax or e-mail to the assigned DCI Production Manager. Delivery
notification, must contain a copy of the shipment's complete inventory, shipment
method and airbill information.
Send the Program Materials to the following:
EDITORIAL MILESTONE MATERIALS:
Discovery Communications, Inc.
Attention: Joe Swift
One Discovery Place
Silver Spring, MD 20910-3354
ACCOUNTING AND INSURANCE MILESTONE MATERIALS:
Discovery Communications, Inc.
Attention: Kinyette S. Newman
One Discovery Place
Silver Spring, MD 20910-3354
FINAL PROGRAM LEGAL AND PRODUCTION BINDERS, FINAL PROGRAM MATERIALS: Final music
cue sheet should be delivered with first Program protection master tape. Music
cue sheets should be sent via e-mail to music_cue@discovery.com and your
Production Manager. In addition, final Program transcript with disk should be
sent to DCI at the time protection masters are sent to DCI.
Discovery Communications, Inc.
Greg Ellison/DCI Library Services
Reference: Kinyette S. Newman
8045 Kennett Street
Silver Spring, MD 20910
240-662-4711
240-662-1427 (fax)
Exhibit D - Page 1
<PAGE>
PRODUCTION MILESTONE MATERIALS
EDITORIAL MILESTONE MATERIALS: Items listed below should be sent directly to the
assigned Network Executive Producer.
1. PROGRAM DESCRIPTION ONE SHEET: Program description of 100 words or more
for the Program. Hard copy and electronic version. Final version of One
Sheet delivered with Program rough-cut.
2. TITLE CLEARANCE REPORT AND LEGAL OPINION: Copy of Programs Title
Clearance Report should be included in binder. Tile Clearance Report
must detail full search including: federal all classes, state, common
law and domain name. You must obtain DCI approval of your title prior
to activating the title search.
3. PROGRAM ROUGH CUTS: All rough-cuts will be delivered with scratch track
narration and bum-in time code
4. DRAFT PROGRAM CREDITS: Electronic copy delivered with
rough-cut/fine-cut for DCI EP approval.
5. PROGRAM FINE CUTS: Delivered with scratch track narration and bum in
time-code. Fine cuts should be accompanied by a revised copy of the
electronic credit list for final DCI EP approval.
6. REVISED PRODUCTION SCHEDULES: Copy of updated production. schedule
should be sent to EP and PM when shooting/production shifts by one or
more weeks and final delivery or budget are impacted.
7. BETACAM SP NTSC PROMOTIONAL VIDEO SELECT REEL: Minimum of ten minutes
of broadcast quality footage (with nat sound) to be used by DCI in any
medium to promote the Program or DCI. All materials cleared as required
by the contract for use within the Program and for promotional use in
all media, as required in the agreement. Delivery of this reel is at
the request of DCI at milestones of production and post production,
however if program delivery is less than 5 weeks before broadcast, reel
should be delivered at a minimum of 5 weeks prior to broadcast when
possible.
8. TOURNAMENT DIRECTORS ASSOCIATION: A description of the Association
should be sent to the PM .
9. CELEBRITIES AND CHARITIES: A list of the celebrities and their
charities to be sent to the EP and PM for approval before a celebrity
is confirmed.
10. PRIZE POOL: An explanation of how WPT is handling prize pools for the
specials and charities should be sent to the PM. This document should
provide verification from the producer that prize money has been
awarded to the charities.
INSURANCE MILESTONE MATERIALS: Items listed below should be sent directly to the
assigned DCI Production Manager.
1. PRODUCTION INSURANCE POLICIES: Copy of production's insurance policies
(including, but not limited to: Worker's Compensations, Production
Insurance Package, US and/or Foreign General Liability, Non-Owned Auto
Liability). Production Insurance is to be bound before production's
contracted start date.
FINAL PROGRAM MATERIALS
DCI TECHNICAL SPECIFICATIONS: Reference the Technical Specifications of this
Agreement for requirements regarding DCI bug clearance.
NON-LINEAR ON-LINE OUTPUT: DCI currently does not consider direct non-linear
output using lossy compression as industry standard/accepted norms. Output from
an uncompressed non-linear editing system is accepted, provided that the SMPTE
259M SDI interface is used for input and output, and a high-quality 10-bit
analog to digital converter is used.
COMPRESSED SHOOTING: DCI currently does not accept Programs shot on highly
compressed digital formats such as mini DV, DV Cam and DVC Pro formats. For this
Program/Series only the PD 150 Mini DV and DV Cam cameras will be accepted -
this is non-precedent setting.
TAPE LABELS: Labels must be typed in English and contain Program Series/episode
title on all elements, material type (master, protection master, etc.) audio
assignment, format (NTSC), aspect ratio (anamorphic,16:9), time code information
(Drop/Non-Drop, VTC, ATC), Record Date, Facility Name and Shoot Location.
Exhibit D - Page 2
<PAGE>
TECHNICAL FAILURES: If the protection master fails DCI's Quality Control (QC)
beyond the initial QC, DCI reserves the right to take steps to recover those
direct costs incurred by withholding those direct costs from the final
payment/budget contribution.
SHIPPING: Items listed below should be sent directly to Library Services as
listed on the front of this Program Materials Exhibit
A. PROGRAM MASTER TAPES AND MATERIAL ELEMENTS: Program Master Tapes and
Protection Master Tapes are to be shipped separately. First ship the
Program protection masters for DCI Quality Control (QC) acceptance.
Following 10 business days of DCI's receipt of the protection masters,
ship the Program material elements and Program master tapes. This
production shall be photographed 4:3 Full Frame on Beta SP NTSC,
mastered and delivered 4:3 full frame on Digital Betacam NTSC and aired
in 4:3 full frame.
1. DIGITAL BETACAM STEREO PROGRAM MASTER TAPE (MONO COMPATIBLE):
FOR EACH EPISODE, SERIES OR SPECIAL 1 X 120 COMMERCIAL MINUTES
- CUT TO NETWORK CLOCK PROGRAM with text, graphics (including
opening title sequence), bumps/teases (if required) and
Program credits. A completed *DCI Runsheet & Tape Evaluation
Report must be enclosed with each Program master tape.
Program masters should be delivered as follows:
120:00 COMMERCIAL MINUTES - CUT TO NETWORK CLOCK PROGRAM:
Clods provided by Network.
a. PROGRAM END CREDIT ROLL (MANDATORY ON ALL PROGRAMS):
- At the end of Program fade to black, insert a %
second pad of black (included in program time)
before credits.
- :30 second CREDIT ROLL with music bed: Final DCI
approved credits for the Program. The credit
roll is to be exactly :30 seconds and is to
include all billboard, titlecaid and copyright
information unless otherwise approved by DCI.
- :05 second segment of black
PROGRAM MASTER AUDIO ASSIGNMENT:
All Stereo shall be fully mono compatible. Fully mono
compatible requires that when the left and right stereo
channels are actively combined to mono there is no discernible
change in audio level or fidelity.
Stereo- AudiAssignment :
Channel 1: Full mix stereo left
Channel 2: Full mix stereo right
Channel 3: Full mix minus narration, stereo left**
Channel 4: Full mix minus narration, stereo right**
**Tracks SHOULD be dipped for narration on Program Master.
On-camera host audio is considered dialogue, off-camera host
audio is considered narration. Host dialogue that transitions
to narration should continue to the end of the host statement.
2. DIGITAL BETACAM STEREO PROGRAM PROTECTION MASTER (MONO
COMPATIBLE): Clone of Stereo Master. Specifications as A-1.
3. TEXTLESS STEREO PROGRAM MASTER: Program Master will be clean
without titles, lower thirds and credits. Specifications as in
A-1.
B. PROGRAM PRODUCTION ELEMENT BINDER: The required documents are to be
filed and inventoried throughout production. Producer is to send the
binder with all required documents to DCI upon completion of the binder
in its entirety. It is recommended to keep documents in tact in the
binder and to not send DCI single documents outside the assigned
binder. DCI is to receive a duplicate binder and the producer is to
retain all original materials. Binders are to be sent in 10 business
days after DCI's receipt of the protection master.
1. *FINAL PROGRAM SCRIPT AND SCRIPT DISK: Final complete,
verbatim script of final master Program containing
"non-scripted" interviews. Script should be accurate
transcription of Program master with corresponding running
time code referencing general photographic action and
transcribed audio. Script should be submitted on typewritten
hard copy and 3.5' diskette with script in Microsoft Word or
DOS ASCII TEXT format. IF REQUIRED, ADDITIONAL PROGRAM
SEGMENTS/ MATERIALS SHOULD BE INCLUDED ON VHS TAPE.
2. FINAL CREDIT LIST: Final DCI approved, graphic master credit
list for the Program. Denoting (*) all contractually obligated
credits which -have received DCI's prior approval. Include all
billboard, titlecard and copyright information.
C. PROGRAM LEGAL BINDER:
1. *ELECTRONIC MUSIC CUE SHEET: Electronic copy of the EZQ
submitted music cue sheet or an original music cue sheet
detailing all music contained in the Program, including the
title of each composition, the names of composers, publishers,
and
Exhibit D - Page 3
<PAGE>
copyright owners, the usage (whether instrumental,
instrumental-visual, vocal- visual or otherwise), the place
and number of such uses in the Program and in/out cues and
running time for each cue, the performance rights society
involved, and any other information customarily set forth in
music cue sheets.
ELECTRONIC DELIVERY: Upon delivery of the protection master an
electronic copy of the music cue sheet must be emailed to
music_cue@discovery.com and your Production Manager. In the
subject line of the email please include the following
information: Series/Program title and episode title, preceded
by 'COM' to indicate this is a commission Program. A hardcopy
of the music cue sheet should be delivered in the Legal
binder.
2. E&O INSURANCE CERTIFICATE: Producer should obtain E&O policy
through DCI's preferred vendor. Tide clearance for all shows,
full commissions and co-productions Is the responsibility of
the Producer. The title search is a vital component of your
Errors and Omissions coverage. You must obtain DCI approval of
your title prior to activating the title search. E&O (Errors
and Omissions) liability insurance policy, applicable to the
exhibition and distribution of the Program, should include the
following: Certificate is to contain the Program Title and
name Discovery Communications, Inc as additionally insured.
a. Term: Coverage should be maintained for a period of
five (5) years from the initial airdate.
b. Limps: Should have limits of at least $1,000,000 per
occurrence, $3,000,000 in the aggregate (with a
deductible of no more than $10,000) with respect to
each loss or claim involving the same offending act,
failure to act, or matter, whether made by one or
more persons and regardless of frequency of
repetition, relating to the Program and insuring
Producer against all liability assumed by Producer.
c. On-line Endorsement: (if applicable)
d. Title Coverage: (if applicable)
e. Copy of Title Clearance Report and Legal Opinion:
Copy of Program's Title Clearance Report should be
included in binder. Title Clearance Report must
detail full search including: federal all classes,
state, common law and domain name. You must obtain
DCI approval of your title prior to activating the
title search.
3. *COPY OF RELEASES/LICENSES/AGREEMENTS AND CORRESPONDING LOGS
(Log should be submitted on typewritten hard copy and computer
disc): Place the corresponding log sheet in front of the
release documents. Copy of release/license/agreement documents
are to be filed and logged in order as they appear in the
Program. Only log each release once, as they appear initially
in the Program master tape. If a person does not appear in the
final Program, log that release after those in the final
Program -indicate on the Log sheet "NOT IN FINAL PROGRAM" and
list the camera tape only. Refer to the source of all third
party footage in the exact form as it appears on the release.
Exhibit D - Page 4
<PAGE>
Please note that if it is not possible to deliver English
language agreement, an English language translation must
accompany any agreement delivered in a foreign language.
Third party -'Work for Hire" contracts and deal memos are to be in order as they
appear in the Programs and credit list. Refer to the person's name in the exact
form as it appears on the their contract, if a person was a payroll employee and
a contract was not generated -- still list that person and note that status on
the inventory log sheet.
a. Copy of Personal Releases and Corresponding Log
b. Copy of Shoot Location Release/Permits and Corresponding Log
c. Copy of Name/Product/Logo Release and Corresponding Log
Exhibit D - Page 5
<PAGE>
EXHIBIT E
CREDITS EXHIBIT
World Poker Tour Credits
created by
STEVEN LIPSCOMB
executive producer
STEVEN LIPSCOMB
supervising producer
ROBYN MODER
directed by
STEVEN LIPSCOMB
Commentators
MIKE SEXTON
VINCE VAN PATTEN
Host
SHANA HIATT
head writer
JOE GRIMM
production manager
Kristin Cranford
post producer
DAN ABRAMS
post supervisor
JEN BERKELEY
supervising editor
RICK KENT
editor(s)
EDITOR'S NAME(S)
marketing & branding
AUDREY KANIA
segment producer(s) and/or writers
JOE GRIMM (& OTHERS?)
announcers
LINDA JOHNSON & ANNOUNCER2
production coordinator
Exhibit E - Page 1
<PAGE>
BREN FITZPATRICK
assistant production coordinator
CINDY FRASER
technical supervisor
FRANK ISHIZAKI
lighting design
JOHN CONTI
lighting director (or Gaffer)
TOM MURPHEY
set design
JIMMY CUOMO
art director
KEVIN KING
graphics design
Eye Dream Productions
composer
COMPOSER NAME(S)
live audience switcher
CHRIS FERGUSON (OR OTHER NAME)
statistician(s)
JAN FISHER (OR OTHER)
video engineer
VIDEO ENGINEER NAME
engineer in charge
ENGINEER IN CHARGE NAME
camera
CAMERA NAMES
audio
AUDIO NAMES
assistant editors
ASSISTANT EDITOR NAMES
tape operators
TAPE OP NAME(S)
lighting
LIGHTING DEPT NAMES
Exhibit E - Page 2
<PAGE>
utility
UTILITY NAMES
marketing associate
Mary Babouchian
hair & makeup
HAIR AND MAKEUP NAMES
production assistants
PRODUCTION ASSISTANT NAMES
legal counsel
SHAUN CLARK
SHEPPARD MULLIN RICHTER & HAMPTON
special thanks to
LAKES ENTERTAINMENT
CANDIES
HOST CASINO (STAFF)
CARDPLAYER MAGAZINE
RICHARD NEPPL, CGS, INC.
TONY BLAH BLAH
WILLY'S GAMING SUPPLY
Exhibit E - Page 3
<PAGE>
EXHIBIT F
PRODUCTION SCHEDULE
TWO (2) PAGES TO FOLLOW
Exhibit F - Page 1
<PAGE>
WORLD POKER TOUR
SEASON II
14x120
AO 2/04/04
MASTER/
COURTESY CREDITS/
EP. SHOOT EP. 1ST CUT COPY PROMO EDL
# EPISODE TITLE DATES DESCRIP DELIVERY DELIVERY COPY DELIVERY AIRDATE
-------------------------------------------------------------------------------------------------
1 202 Bicycle Club (wt) complete complete complete complete complete complete 02/04/04
uplink# 83744
2 203 Borgata (wt) complete complete complete 02/05/04 02/09/04 02/16/04 03/03/04
uplink# 89343
3 205 Foxwoods (wt) complete 02/09/04 02/17/04 02/23/04 02/17/04 03/01/04 03/10/03
uplink# 89344
4 206 Bellagio (wt) complete 02/16/04 02/26/04 03/02/04 02/26/04 03/08/04 03/17/03
uplink# 89345
5 201 Paris (wt) complete complete complete complete 02/12/04 03/15/04 03/24/04
uplink# 83743
6 204 Aruba (wt) complete complete 02/26/04 03/08/04 03/02/04 03/22/04 03/31/03
uplink# 89354
7 216 Poker Stars complete 03/08/04 03/11/04 03/16/04 03/11/04 03/29/04 04/14/03
uplink# 89346
8 207 Tunica (wt) complete 03/15/04 03/15/04 03/22/04 03/15/04 04/05/04 04/21/04
uplink# 89347
9 208 Commerce (wt) 2/21-2/24 04/05/04 04/05/04 04/12/04 03/31/04 04/19/04 04/28/04
uplink# 89348
10 209 Invitational (wt) 2/21-2/28 04/19/04 04/12/04 04/19/04 04/08/04 04/26/04 06/02/04
uplink# 89349
11 210 Bay 101 (wt) 3/1-3/7 05/10/04 05/03/04 05/10/04 05/03/04 05/17/04 06/09/04
uplink# 89350
12 211 Cruise (wt) 3/13-3/20 05/17/04 05/10/04 05/17/04 05/10/04 05/24/04 06/16/04
uplink# 89351
13 212 Reno (wt) 3/29-4/3 06/01/04 06/01/04 06/07/04 06/01/04 06/14/04 06/23/04
uplink# 89352
14 213 WPT Championship 4/18-4/25 06/10/04 06/07/04 06/14/04 06/02/04 06/21/04 06/30/04
(wt)
uplink# 89353
Exhibit F - Page 2
<PAGE>
WORLD POKER TOUR
SEASON II
SPECIALS
4X120
AO 2/4/04
MASTER/
COURTESY CREDITS/
EP. SHOOT EP. 1ST CUT COPY PROMO EDL
# EPISODE TITLE DATES DESCRIP DELIVERY DELIVERY COPY DELIVERY AIRDATE
-------------------------------------------------------------------------------------------------
1 214 WPT Ladies' Night complete complete complete complete complete complete 12/10
Uplink# 89375 @9PM
2 215 WPT Battle of complete complete complete complete complete COMPLETE EARLY FEB
Champions TO NBC
Uplink# 89376
3 215 WPT Battle of complete complete complete 04/12/04 5/19/04
TC Champions
Travel Version
WPT HOLLYWOOD HOME GAME
4X60
MASTER/
COURTESY CREDITS/
EP. SHOOT EP. 1ST CUT COPY PROMO EDL
# EPISODE TITLE DATES DESCRIP DELIVERY DELIVERY COPY DELIVERY AIRDATE
----------------------------------------------------------------------------------------------
1 250 Hollywood Home complete complete complete complete complete complete 1/25
Game 1 (?)
Uplink#
2 251 Hollywood Home complete 2/1 2/10 2/16 2/17 2/23 APRIL
Game II
Uplink#
3 252 Hollywood Home complete 2/15 2/26 3/2 3/2 JUNE
Game III
Uplink#
4 253 Hollywood Home complete 3/1 3/18 3/23 3/23 AUGUST
Game IV
Uplink#
Exhibit F - Page 3
<PAGE>
EXHIBIT G
TECHNICAL SPECIFICATIONS
Exhibit G
<PAGE>
DCI TECHNICAL SPECIFICATIONS
THIS EXHIBIT CONTAINS ALL TECHNICAL SPECIFICATIONS FOR NTSC, PAL, 1125/59.94
INTERLACE HD, 1125/23.98 PROGRESSIVE HD AND 11/25/25 PROGRESSIVE HD DCI
TECHNICAL REQUIREMENTS. REFER TO YOUR CONTRACTED DCI PROGRAM MATERIALS EXHIBIT
FOR PROGRAM'S CONTRACTED TECHNICAL REQUIREMENT.
GENERAL TECHNICAL REQUIREMENTS
STANDARD DEFINITION VIDEO REQUIREMENTS:
Video program material shall be produced using industry standard and accepted
norms good practice and workmanship. DCI currently does not consider direct
non-linear output using lossy compression as industry standard /accepted norms.
The output of compressed nonlinear systems, even at low rates of compression, is
considered unacceptable. For details regarding the acceptance of a particular
editing system, please see your Production Manager.
Master and source videotapes must meet industry standard or industry-accepted
standards for tape format interchange.
Master and source videotapes must not have any visible video impairments
including, but not limited to dropouts and digital errors. Exception: Dropout
count may not exceed one per running minute.
DCI Bug Clearance Specifications:
Due to the extensive amount of graphics used in these programs, WPT will post
the Travel Channel on-air bug directly to their masters. This allows WPT to
remove and replace the bug to avoid interfering with the designated bug area.
This also assumes that the network ID will not be keyed over the signal for any
airing of these programs.
Bug Placement shall fall into the space between 38.7 microseconds and 50.0
microseconds between lines 190 and 243 (field 1) NTSC, lines 226 and 290 (field
1) PAL. This space represents a large portion of the lower right corner of the
television image. In addition, to prevent interference with international ID's,
text elements shall not be placed between 41.3 microseconds and 50.3
microseconds between lines 34 and 81 (field 1) NTSC, lines 41 and 96 (field 1)
PAL.
The bug used in postproduction by WPT, should maintain the same chrominance,
luminance, and saturation levels as the bug airing out of master control.
STANDARD DEFINITION AUDIO REQUIREMENTS:
Audio program material shall be produced using industry standard and accepted
norms for good practice and workmanship. The audio portion of the master and
source audio and videotapes must be produced so that no noise, static, dropouts
or extraneous distortion is recorded in the audio.
Audio channels - Stereo audio must be fully mono compatible. The audio channels
must be in the proper phase. NOTE: Full Mono Compatibility means that when the
left and right stereo channels are actively combined to mono there is no
discernible change in audio level or fidelity. Full mix and split audio tracks
should be phase coherent (synchronized) to prevent difficulty editing between
these tracks, as necessary.
Audio Levels: Program audio must reflect reference tone level. Audio levels must
be consistent throughout the program.. Transmission limiters clip at +8 dB. FOR
BROADCAST "FULL MIX" TRACKS, TRANSIENT AUDIO PEAKS MUST NOT EXCEED +10 dB ABOVE
REFERENCE TONE WHEN MEASURED ON AN AUDIO METER USING THE "TRUE PEAK" BALLISTIC
SET (0 MS RISE, 200 MS FALL). FOR SECONDARY AUDIO TRACKS, SUCH AS MUSIC AND
EFFECTS TRACKS, AND AUDIO ELEMENTS, PEAK LEVELS MUST NOT RISE ABOVE +17 dB (-3
dbfs). When mastering to a digital format and/or using an full scale or peak
meter, where "0" is at the top of the scale and reference tone is at -20 dBfs,
audio for the "full mix" tracks should peak at no more than -10 dBfs.
When using an analog meter, though the ballistics of analog VU meters vary
greatly, the average program audio level of -2 to -5 dB will roughly equal 10 dB
of headroom and not exceed specifications for peak limits. However, all shows
should be evaluated using a peak sensitive meter to assure adherence with
transmission specifications.
Pre-emphasis: FM transmission modulators (USA) use the 75 microsecond
pre-emphasis curve. All signal processing must take into account the
pre-emphasis curve. Improper "Sweetening", i.e. excessive equalization in the
higher frequencies, can cause sibilance and severe distortion and should be
avoided.
Audio compression: Program audio should have good dynamic range, but not be
overly dynamic. While some compression may be needed to control the dynamic
range of the program audio, excessive audio compression of the final mix should
be avoided as this reduces the perception of audio quality by the listener.
Audio signal peaks should be approximately 8 to 10 db above program reference
levels, and average loudness measurements should be comparable to reference
levels.
Exhibit G - Page 1
<PAGE>
NTSC TECHNICAL REQUIREMENTS
NTSC VIDEO SPECIFICATIONS:
Drop frame: NTSC tapes must be recorded with drop frame time code.
Vertical blanking should adhere to SMPTE specification 170 M.
Discovery will accept vertical blanking that falls between 17 and 22 scan lines.
Horizontal blanking should adhere to SMPTE specification 170 M
Discovery will accept horizontal blanking widths of between 10.4 and 12.0
microseconds, with a front porch measurement of 1.0 to 2.0 microseconds and a
distance of 9.4 to 10.0 microseconds from the falling edge of sync to the end of
the horizontal blanking. For NTSC programs, Discovery measures the start of
blanking as the edge of the signal crosses below 7.5 IRE, and the end of
blanking as the signal crosses above 7.5 IRE. Black edges on the image will be
measured as program blanking, and may result in blanking measurements being
wide.
Composite video white levels should not exceed 100 IRE units, and program black
levels should not extend below 7.5 IRE units. Neither the program luminance
whites nor blacks should be clipped excessively.
Composite chroma levels should not exceed 110 IRE and may be clipped to prevent
transmission over modulation. Discovery standards do not distinguish between
shows of digital component origination or those of composite origination when
evaluating encoded chrominance levels. If digital production methods are used,
it is the responsibility of the vendor to ensure that the encoded signal meets
the composite guidelines. All programs will be judged against these analog
composite guidelines, irrespective of their native origination. NTSC composite
gamut legality is also required of all programs, irrespective of origination.
Horizontal and vertical synchronizing pulses, where applicable, must be recorded
in the program tape at a level of -40 IRE.
Each program shall be preceded with a minimum of 1 minute of SMPTE or EIA color
bars (75% chroma amplitude) and a reference tone of 1000 or 400 Hz, followed by
a 15 second slate, a countdown and 2 seconds of black before start of program.
The tape must have a minimum of 30 seconds of black following the last program
picture and audio.
The program material must be representative of the audio and video reference
signals.
ASPECT RATIO GUIDELINES WHEN DELIVERING LETTERBOX FORMATS:
16:9 NTSC LETTERBOX: 181 scan lines, picture starts at line 50 and letterbox
ends at 233
NTSC TIMECODE SPECIFICATIONS:
Time code - SMPTE DROPFRAME TIME CODE IS MANDATORY. Program start time code must
read 01:00:00:00. Time code should be continuous, without error, and contain the
appropriate flagging information in adherence with SMPTE specification 12 M.
All time code references, i.e. vertical interval time code, (VITC), longitudinal
time code. (LTC) or audio sector time code on Digital formats (ASTC) MUST match
exactly.
PAL TECHNICAL REQUIREMENTS
PAL VIDEO SPECIFICATIONS:
Vertical blanking should fall within EBU specifications, adhering to the ITU-R
standard BT.470-6.
Discovery will accept programs with vertical blanking measurements of between 23
and 26 scan lines.
Horizontal blanking should fall within EBU specifications, adhering to the ITU-R
standard BT.470-6.
Discovery will accept horizontal blanking widths of between 11.5 and 13.0
microseconds, with a front porch measurement of 1.0 to 2.0 microseconds and a
distance of 10.5 to 11 microseconds from the falling edge of sync to the end of
the horizontal blanking. For PAL programs, Discovery measures the start of
blanking as the edge of the signal crosses below 0 millivolts and the end of
blanking as the signal rises above 0 millivolts. Black edges on the image will
be measured as program blanking, and may result in blanking measurements being
wide.
Exhibit G - Page 2
<PAGE>
Composite video white levels should not exceed 700 mv, and program black levels
should not extend below 0 mv. Neither the program luminance whites or blacks
should be clipped excessively.
Composite chroma levels should not exceed 770 mv and may be clipped to prevent
transmission over modulation. Discovery standards do not distinguish between
shows of digital component origination or those of composite origination when
evaluating encoded chrominance levels. If digital production methods are used,
it is the responsibility of the vendor to ensure that the encoded signal meets
the composite guidelines. All programs will be judged against these analog
composite guidelines, irrespective of their native origination. PAL composite
gamut legality is also required of all programs, irrespective of origination.
Each program shall be preceded with a minimum of 1 minute of EBU color bars (75%
chroma amplitude) and a reference tone of 1 KHz, followed by a 15 second slate,
a countdown and 2 seconds of black before start of program. The tape must have a
minimum of 30 seconds of black following the last program picture and audio.
The program material must be representative of the audio and video reference
signals.
ASPECT RATIO GUIDELINES WHEN DELIVERING LETTERBOX FORMATS:
16:9 PAL Letterbox: 216 scan lines, picture starts at line 58, ends at 275
PAL AUDIO SPECIFICATIONS:
Time code - EBU TIME CODE IS MANDATORY. Program start time code must read
10:00:00:00. Time code should be continuous, free of errors, and contain all
appropriate flagging bits.
All time code references, i.e. vertical interval time code, (VITC), longitudinal
time code. (LTC) or audio sector time code on Digital formats (ASTC) MUST match
exactly.
GENERAL TECHNICAL REQUIREMENTS FOR HD
HIGH DEFINITION VIDEO REQUIREMENTS:
Video program material shall be produced using industry standard and accepted
norms good practice and workmanship.
Master and source videotapes must meet industry standard or industry-accepted
standards for tape format interchange.
Master and source videotapes must not have any visible video impairments
including, but not limited to dropouts and digital errors.
DCI Bug Clearance Specifications:
DCI requires that lower third and other graphic elements containing text not
interfere with the network ID keyed over the signal. Consequently, the following
areas of the picture may not contain text information. All horizontal
measurements are given in microseconds, with the start of the measurement at the
SAV reference pulse.
No text shall fall into the space between 21 microseconds and 24.5 microseconds
between lines 459 and 541 (field 1) in a 1080 I 59.94 signal.
HIGH DEFINITION AUDIO REQUIREMENTS:
Audio program material shall be produced using industry standard and accepted
norms for good practice and workmanship. The audio portion of the master and
source audio and videotapes must be produced so that no noise, static, dropouts
or extraneous distortion is recorded in the audio.
Audio channels - Stereo audio must be fully mono compatible. The audio channels
must be in the proper phase. NOTE: Full Mono Compatibility means that when the
left and right stereo channels are actively combined to mono there is no
discernible change in audio level or fidelity. Full mix and split audio tracks
should be phase coherent (synchronized) to prevent difficulty editing between
these tracks, as necessary.
Audio Levels: Program audio must reflect reference tone level. Audio levels must
be consistent throughout the program.. Transmission limiters clip at +8 dB. FOR
BROADCAST "FULL MIX" TRACKS, TRANSIENT AUDIO PEAKS MUST NOT EXCEED +10 dB ABOVE
REFERENCE TONE WHEN MEASURED ON AN AUDIO METER USING THE "TRUE PEAK" BALLISTIC
SET (0 MS RISE, 200 MS FALL). FOR SECONDARY AUDIO TRACKS AND 5.1 SURROUND MIXES,
PEAK LEVELS MUST NOT RISE ABOVE +17 dB (-3 dbfs). When mastering to a digital
format and/or using an full scale or peak meter, where "0" is at the top of the
scale and reference tone is at -20 dBfs, audio for the "full mix" tracks should
peak at no more than -10 dBfs.
Exhibit G - Page 3
<PAGE>
When using an analog meter, though the ballistics of analog VU meters vary
greatly, the average program audio level of -2 to -5 dB will roughly equal 10 dB
of headroom and not exceed specifications for peak limits. However, all shows
should be evaluated using a peak sensitive meter to assure adherence with
transmission specifications.
Pre-emphasis: FM transmission modulators (USA) use the 75 microsecond
pre-emphasis curve. All signal processing must take into account the
pre-emphasis curve. Improper "Sweetening", i.e. excessive equalization in the
higher frequencies, can cause sibilance and severe distortion and should be
avoided.
Audio compression: Program audio should have good dynamic range, but not be
overly dynamic. While some compression may be needed to control the dynamic
range of the program audio, excessive audio compression of the final mix should
be avoided as this reduces the perception of audio quality by the listener.
Audio signal peaks should be approximately 8 to 10 db above program reference
levels, and average loudness measurements should be comparable to reference
levels.
1080 I 59.94 TECHNICAL SPECIFICATIONS
1125 LINE/ 59.94 HZ LINE RATE INTERLACE HIGH DEFINITION VIDEO SPECIFICATIONS:
ALL VIDEO SHALL CONFORM TO SMPTE 274M, "1920 X 1080 SCANNING AND ANALOG AND
PARALLEL DIGITAL INTERFACES FOR MULTIPLE PICTURE RATES" AND SMPTE240M, "SIGNAL
PARAMETERS - 1125- LINE HIGH DEFINITION PRODUCTIONS SYSTEMS" BROADCAST
STANDARDS. ALL VIDEO INFORMATION MUST BE COMPLIANT WITH EITHER SMPTE 260M,
"1125/60 HIGH-DEFINITION PRODUCTION SYSTEM - DIGITAL REPRESENTATIVE AND
BIT-PARALLEL INTERFACE", OR SMPTE 292M "BIT -SERIAL DIGITAL INTERFACE FOR
HIGH-DEFINITION SYSTEMS.
Master and source videotapes must meet industry standard or industry accepted
standards for tape format interchange. Source tapes may be either HD Cam or HD
D5, at the 1080 interlace 59.94 Hz line rate. If acquisition is made by film
stock, 35mm film with an aspect ratio of 1.77(16 x 9) is required.
Video shall adhere to SMPTE 274m, item 5 of table 1, which outlines 1920x1080
interlace at a frame rate of 59.94 Hz. 1035 line material is not acceptable for
newly shot pieces.
Vertical blanking should fall within SMPTE 274M specifications, as stated in
section 14 "Analog Synch" and section 15 "Analog Interface" and in ITU-R
specification BT.709-4. The vertical blanking interval should equal lines 1-20
and lines 561-563 of the first field and lines 564-583 and lines 1124-1125 in
the second field.
Horizontal blanking should fall within SMPTE 274M specifications, as stated in
section 14 "Analog Synch" and section 15 "Analog Interface" and ITU-R
specification BT.709-4. Horizontal blanking should be between 280 clock periods
and a maximum of 292 clock periods, creating a blanking width of between 3.775
microseconds and 3.935 microseconds when a clock period is equal to 13.48
nanoseconds.
Video white levels should not exceed 700mV for component signals, and program
black levels should not extend below 0 Vdc. Neither the program luminance whites
nor blacks should be clipped excessively. For color difference signals R-Y and
B-Y, levels shall not exceed 700 mV or fall below 0 mV when set at a 350 mV
offset.
Each program shall be preceded with a minimum of 1 minute of SMPTE or EIA color
bars (75% chroma amplitude) and a reference tone of 1000 or 400 Hz, followed by
a 15 second slate, a countdown and 2 seconds of black before start of program.
The tape must have a minimum of 30 seconds of black following the last program
picture and audio. The program material must be representative of the audio and
video reference signals.
Timecode - SMPTE Dropframe timecode is mandatory. Time code shall adhere to
SMPTE 12M, "Time and Control Code". Program start time code must read
01:00:00:00. Time code should be continuous and free of errors, containing all
appropriate flagging bits.
All time code references, i.e. vertical interval time code, (VITC), longitudinal
time code. (LTC) or audio sector time code on Digital formats (ASTC) MUST match
exactly.
1080 P 23.98 TECHNICAL SPECIFICATIONS
1125 LINE/ 23.98 HZ LINE RATE PROGRESSIVE HIGH DEFINITION VIDEO SPECIFICATIONS:
ALL VIDEO SHALL CONFORM TO SMPTE 274M, "1920 X 1080 SCANNING AND ANALOG AND
PARALLEL DIGITAL INTERFACES FOR MULTIPLE PICTURE RATES" AND SMPTE240M, "SIGNAL
PARAMETERS - 1125- LINE HIGH DEFINITION PRODUCTIONS SYSTEMS" BROADCAST
STANDARDS. ALL VIDEO INFORMATION MUST BE COMPLIANT WITH EITHER SMPTE 260M,
"1125/60 HIGH-DEFINITION PRODUCTION SYSTEM - DIGITAL REPRESENTATIVE AND
BIT-PARALLEL INTERFACE", OR SMPTE 292M "BIT -SERIAL DIGITAL INTERFACE FOR
HIGH-DEFINITION SYSTEMS.
Exhibit G - Page 4
<PAGE>
Master and source videotapes must meet industry standard or industry accepted
standards for tape format interchange. Source tapes may be either HD Cam or HD
D5, at the 1080 progressive 24 Hz line rate. If acquisition is made by film
stock, 35mm film with an aspect ratio of 1.77(16 x 9) is required. Master
videotapes must be Panasonic HD D5 tape stock.
Video shall adhere to SMPTE 274m , item 11 of table 1, which outlines 1920x1080
progressive scan at a frame rate of 24 Hz.
Vertical blanking should fall within SMPTE 274M specifications, as stated in
section 14 "Analog Synch" and section 15 "Analog Interface" and in ITU-R
specification BT.709-4. The vertical blanking interval should equal lines 1-41
and lines 1122-1125 in this progressive scanning format.
Horizontal blanking should fall within SMPTE 274M specifications, as stated in
section 14 "Analog Synch" and section 15 "Analog Interface" and in ITU-R
specification BT.709-4. Horizontal blanking should be between 830 clock periods
and a maximum of 842 clock periods.
Video white levels should not exceed 700mV for component signals, and program
black levels should not extend below 0 Vdc. Neither the program luminance whites
nor blacks should be clipped excessively. For color difference signals R-Y and
B-Y, levels shall not exceed 700 mV or fall below 0 mV when set at a 350 mV
offset.
Each program shall be preceded with a minimum of 1 minute of SMPTE or EIA color
bars (75% chroma amplitude) and a reference tone of 1000 or 400 Hz, followed by
a 15 second slate, a countdown and 2 seconds of black before start of program.
The tape must have a minimum of 30 seconds of black following the last program
picture and audio. The program material must be representative of the audio and
video reference signals.
Timecode - SMPTE Dropframe timecode is mandatory. Time code shall adhere to
SMPTE 12M, "Time and Control Code". Program start time code must read
01:00:00:00. Time code should be continuous and free of errors, containing all
appropriate flagging bits.
All time code references, i.e. vertical interval time code, (VITC), longitudinal
time code. (LTC) or audio sector time code on Digital formats (ASTC) MUST match
exactly.
1080 P 25 TECHNICAL SPECIFICATIONS
1125 LINE/ 25 HZ LINE RATE PROGRESSIVE HIGH DEFINITION VIDEO SPECIFICATIONS:
ALL VIDEO SHALL CONFORM TO SMPTE 274M, "1920 X 1080 SCANNING AND ANALOG AND
PARALLEL DIGITAL INTERFACES FOR MULTIPLE PICTURE RATES" AND SMPTE240M, "SIGNAL
PARAMETERS - 1125- LINE HIGH DEFINITION PRODUCTIONS SYSTEMS" BROADCAST
STANDARDS. ALL VIDEO INFORMATION MUST BE COMPLIANT WITH EITHER SMPTE 260M,
"1125/60 HIGH-DEFINITION PRODUCTION SYSTEM - DIGITAL REPRESENTATIVE AND
BIT-PARALLEL INTERFACE", OR SMPTE 292M "BIT -SERIAL DIGITAL INTERFACE FOR
HIGH-DEFINITION SYSTEMS.
Master and source videotapes must meet industry standard or industry accepted
standards for tape format interchange. Source tapes may be either HD Cam or HD
D5, at the 1080 progressive 25 Hz line rate. If acquisition is made by film
stock, 35mm film with an aspect ratio of 1.77(16 x 9) is required. Master
videotapes must be Panasonic HD D5 tape stock.
Video shall adhere to SMPTE 274m , item 9 of table 1, which outlines 1920x1080
progressive scan at a frame rate of 25 Hz. 1035 line material is not acceptable
for newly shot pieces.
Vertical blanking should fall within SMPTE 274M specifications, as stated in
section 14 "Analog Synch" and section 15 "Analog Interface" and in ITU-R
specification BT.709-4. The vertical blanking interval should equal lines 1-41
and lines 1122-1125 in this progressive scanning format.
Horizontal blanking should fall within SMPTE 274M specifications, as stated in
section 14 "Analog Synch" and section 15 "Analog Interface" and in ITU-R
specification BT.709-4. Horizontal blanking should be between 714 clock periods
and a maximum of 726 clock periods.
Video white levels should not exceed 700mV for component signals, and program
black levels should not extend below 0 Vdc. Neither the program luminance whites
nor blacks should be clipped excessively. For color difference signals R-Y and
B-Y, levels shall not exceed 700 mV or fall below 0 mV when set at a 350 mV
offset.
Each program shall be preceded with a minimum of 1 minute of SMPTE or EIA color
bars (75% chroma amplitude) and a reference tone of 1000 or 400 Hz, followed by
a 15 second slate, a countdown and 2 seconds of black before start of program.
The tape must have a minimum of 30 seconds of black following the last program
picture and audio. The program material must be representative of the audio and
video reference signals.
Timecode - SMPTE DROPFRAME TIMECODE IS MANDATORY. Time code shall adhere to
SMPTE 12M, "Time and Control Code". Program start time code must read
01:00:00:00. Time code should be continuous and free of errors, containing all
appropriate flagging bits.
Exhibit G - Page 5
<PAGE>
All time code references, i.e. vertical interval time code, (VITC), longitudinal
time code. (LTC) or audio sector time code on Digital formats (ASTC) MUST match
exactly.
Exhibit G - Page 6
<PAGE>
EXHIBIT H
ADJUSTED GROSS REVENUES - ALL MEDIA
TRV RECEIVES
1. As used herein:
1.1 "Gross Revenues" shall mean all sums actually
received by Producer, its parents, subsidiaries and affiliates from the
exploitation of the Program in any and all media provided that:
(a) Gross Revenues shall be determined after all
refunds, returns, credits, discounts, allowances and adjustments;
(b) Returnable advance payments shall not be
included in Gross Revenues until actually earned by Producer; and
(c) Producer shall have the right to withhold
from Gross Revenues a reserve of ** percent (**%) of Gross Revenues for returns
in connection with any Home Video exploitation of the Program, provided that
each addition to the reserve is liquidated within one (1) year of its
establishment.
1.2 "Adjusted Gross Revenues" shall mean Gross Revenues
remaining after the deduction therefrom on a continuing basis of the following
in the order set forth below:
(a) Producer's "Distribution Fees" as set forth
below;
(b) Producer's "Distribution Expenses" as set
forth below; and
(c) A one-time only deduction of ** Dollars
($**).
1.3 Producer's "Distribution Fees" shall be Producer's
customary distribution fees in connection with the exploitation of the Program
in the respective media, provided such Distribution Fees shall not exceed **
percent (**%) of Gross Revenues. In the event that Producer engages the services
of a subdistributor in connection with the exploitation of its rights, the
Producer shall not be entitled to retain Distribution Fees.
1.4 Producer's "Distribution Expenses" shall include
third party costs, charges and expenses incurred by Producer in connection with
versioning, distributing, exhibiting, advertising, promoting, and exploiting the
applicable rights in the Program, up to a maximum of **% of Gross Revenues.
1.5 In calculating Adjusted Gross Revenues hereunder,
there shall be no cross-collateralization of revenues and expenses among media.
2. Producer shall render to TRV periodic statements prepared by
an authorized agent of Producer showing, in summary form, the calculation of all
Adjusted Gross Revenues pursuant to this Exhibit, which shall be accompanied by
TRV's share thereof, if any. Statements shall be rendered on a calendar quarter
basis, within sixty (60) days after the end of the quarter, for the first two
(2) years after the initial distribution of the Program for which Gross Revenues
are derived, and on a semi-annual basis thereafter, provided, however, that no
statements need be rendered for any accounting period in which no Gross Revenues
are received. Should Producer make any overpayment to TRV hereunder for any
reason, Producer shall have the right to deduct the amount of such overpayment
from any further monies owing to TRV hereunder, or may demand repayment from
TRV, in which event TRV shall promptly repay the same to Producer.
Exhibit H - Page 1
<PAGE>
3. TRV may, at its own expense, but not more than once each year,
audit Producer's records relating to the Program at the offices of Producer for
the purpose of verifying the payments made to TRV hereunder. Any such audit
shall be conducted only by a certified public accountant (subject to Producer's
reasonable approval) during normal business hours upon reasonable prior written
notice and shall not continue for more than thirty (30) consecutive days. TRV
shall not have the right to examine, inquire into or object to any matter
contained in any statement after the expiration of twelve (12) months from the
date of mailing of the statement. TRV's right to examine Producer's records
shall be limited to those relating specifically to the Program, and under no
circumstances shall TRV have the right to examine records relating to Producer's
business generally or to any other programs for the purpose of comparison or
otherwise. In the event that an audit by TRV discloses an underpayment of more
than ten percent (10%) to TRV, and such underpayment is not the subject of a
good faith dispute, Producer shall reimburse TRV for the reasonable costs of
such audit.
4. Producer shall not be considered a trustee, pledgeholder,
fiduciary or agent of TRV by reason of anything done or any money collected by
it, and shall not be obligated to segregate receipts from the Program from its
other funds. Producer shall not have any lien or other rights in or to the Gross
Revenues or Adjusted Gross Revenues of the Program, it being understood that the
references thereto are intended solely for the purpose of determining the amount
of monies payable to TRV hereunder, if any. Producer shall have the complete
authority to license, market and exploit the Program and all rights therein, or
to refrain from so doing, as it may choose in its sole discretion, and TRV
acknowledges that Producer is not in any way making any representations or
guarantees of any kind whatsoever regarding the amount of Adjusted Gross
Revenues which may be received from the exploitation of the Program.
Exhibit H - Page 2
<PAGE>
EXHIBIT I
SPECIALS AMENDMENT
FIVE (4) PAGES TO FOLLOW
Exhibit I
<PAGE>
AS OF NOVEMBER 3, 2003
World Poker Tour
Attn: Steve Lipscomb
1041 North Formosa Avenue
Suite 99
West Hollywood, CA, 90446
Re: "WORLD POKER TOUR" - AMENDMENT NUMBER 2 TO SEASON 2 TERM SHEET
(CONTRACT #; WPT002/COP/TRV/PL/SC/CG)
Dear Ladies and Gentlemen:
Reference is made to (i). that certain master agreement (the "Master
Agreement") dated as of January 22, 2003 between WORLD POKER TOUR ("Producer's
and THE TRAVEL CHANNEL, L.L.C. ("TRY"); (ii) that certain agreement attached to
the Master Agreement (the "Attachment"), dated as of. January 22, 2003 between
Producer and TRV in connection with the first season of the television
production currently known as "The World Poker Tour" (the "Tour"); (iii) that
certain fully executed term sheet (the "Term Sheet"), undated, but executed on
July 25, 2003, between Producer and TRV in connection with the second and,
potentially, subsequent seasons of the Program and the Tour, which such Term
Sheet incorporates certain terms and conditions of the Master Agreement and- the
Attachment; and (iv) that certain fully executed Amendment to Season 2 Term
Sheet (the "First Amendment"), dated as of September 5, 2003. The Master
Agreement, the Attachment and the Term Sheet, as amended by the First Amendment,
are collectively hereinafter. referred to as the "Agreement".
Except as otherwise defined herein, capitalized terms used but not
defined herein shall have the meanings set forth in the Agreement. The parties
hereby agree that the Agreement shall. be supplemented. and amended as follows:
1. Producer hereby agrees to produce one (1) two hour Special
(i.e. one of the four (4) Specials to be delivered pursuant to the Agreement)
currently entitled "Travel Channel's World Poker Tour Battle of the Champions"
(the "First Special")
2. Producer and TRV acknowledge and agree, notwithstanding
anything to the contrary contained in the Agreement, that TRV shall have the
right to grant to NBC (including its parents, subsidiaries and affiliates) the
light to broadcast the First Special via Standard Television one (1) time on
NBC-affiliated networks.
3. In full consideration for the performance by Producer of its
obligations hereunder and under the Agreement in connection with the First
Special, TRV agrees to pay Producer, and Producer agrees to accept, a License
Fee in the amount of ** Dollars (USD $**) for the First Special.
4. The production and exploitation of the First Special are in
all respects subject to the terms of the Agreement, as the same may be amended
from time to time, except as amended hereby, provided that, the First Special is
not deemed to be an Additional Episode under the terms of the Agreement, and the
First Special is not in lieu of an existing Episode or tour event.
5. The License Fee respecting the First Special shall be payable
in accordance with the Agreement (i.e. in. accordance with the reasonable cash
flow needs of production), but in no errant later than the complete Delivery of
the final Program Materials in accordance with the Agreement.
Exhibit I - Page 1
<PAGE>
6. The Production Schedule applicable to the First Special shall
be provided by producer based on the actual production needs and shall be
subject to TRV's approval and shall be consistent with the requirements of NBC
of which Producer has bean informed; provided that, Producer acknowledges and
agrees that it shall deliver the NBC Deliverables to TRV on or before January
24, 2004,
7. The Program Materials applicable to the First Spools) shall be
the same as the .Program Materials required pursuant to the Agreement for each
Episode, Producer acknowledges and agrees that, in addition, the Program
Materials for the First Special shall include, end, be consistent with, the
delivery materials and requirements. of NBC, which Producer has been advised of
in writing including the NBC Deliverables attached hereto as Exhibit A as such
NBC Deliverables may be amended from time to- time provided that Producer has
been informed in writing of such changes.
8. Producer shall have the promotion rights sot forth in the Term
Sheet with regards -to the programs. In addition, Producer agrees to cite with
NBC and/or TRV with regards to reasonable publicity and promotional requests
related to the promotion of the Special.
9. Producer acknowledges that TRV, shall be the "title sponsor"
of the First Special, and that, notwithstanding any other prevision of the
Agreement, Producer shall not be entitled to receive additional compensation
from TRV as a milt of such "title sponsorship" or as a result of additional
amounts received by TRV from NBC is connection with the First Special.
10. Producer acknowledges and agrees that Producer shall deliver
to TRV two (2) distinct versions of the Special. One version of the Special
shall reflect the TRV Program Materials and requirements and the other version
shall reflect the NBC Deliverables as attached.
11. Producer acknowledges. and agrees that it is clearly in
Producer's best interest to protect its valuable intellectual property and trade
secrets and Producer will be taking reasonable efforts . to protect its
intellectual property and trade secrets.
Except as otherwise herein expressly amended and supplemented, the Agreement is
in all other aspects hereby ratified and confirmed. Please acknowledge your
acceptance of the. foregoing by signing in the space provided below.
Very truly yours,
TRAVEL CHANNEL, L.L.C.
By: /s/ Robert Reid
---------------------------------
Printed Name: Robert Reid
Title: Executive Vice President and
General Manager
Date: November 4, 2003
WORLD POKER TOUR, LLC
By: /s/ Steven Lipscomb
----------------------------------
Printed Name: Steven Lipscomb
Title: Chief Executive Manager
Date: November 3, 2003
Exhibit I - Page 2
<PAGE>
EXHIBIT A
NBC DELIVERABLES
EACH PROGRAM DELIVERED TO NBC SPOTS FOR AIR MAST COMPLY WITH THE FOLLOWING
REQUIREMENTS:
FORMAT:
Panasonic D3, Sony DIGIBETA or Sony BETA SP
(in order of preferred format)
TIMECODE:
The "BLACK BASIC" should begin at 00:58:00
00:58:30-00:59:30. 60 SECONDS OF BARS
00:59:30 - 00:59:58 28 SECONDS OF BLACK
00:59:58 - 00:59:58.15 15 FRAMES OF SLATE
00:59:58-15-01:00:00 45 FRAMES OF BLACK OR VIDEO PAD OF
SEG 1
01:00:00 SEGMENT 1
The SUBSEQUENT SEGMENTS should begin at the NEXT convenient MINUTE
mark.
VIDEO:
VIDEO PAD at the TOP OF SEGNOM is desirable. If not possible, please fade up
from BLACK.
As tong as it is not offensive, please leave :05 OF PAD at the END OF SEGMENTS.
Again, if it is not available or useable, fade the segment to BLACK.
AUDIO:
STEREO ON TRACKS 1 & 2 MIX MINUS THE ANNOUNCE ON TRACKS 3 & 4
GRAPHICS:
All programs that air on NBC Sports must use the NBC Sports insert "look". NBC
Sports graphics must be created on Pinnacle's FX Deko II. NBC can provide a Deko
graphics disk if you have access to a Deko with clip player. Arrangements can
also be made to do a graphics pass at NBC.
ANIMATIONS:
Our NBC Sports Graphic Department can assist you in developing animations for
your show. Please coordinate this through your NBC Producer. Also, please
provide us with your event logo. Adobe Illustrator EPS is the preferred format.
We need this . several weeks before the event takes place so that we can
incorporate your logo with our NBC Peacock far your show logo/title. Also,
please supply us with logos for any sponsored elements that must go on the
insert graphics or on tape enhancements. We will also send out a tape of NBC
replay moves and transitions that should be used. Actually it will be 2 tapes:
video on one and key on the other. If you do not have a device to play back
replay moves, like an Attache or Accom, we will provide a bar to be used as a
slab side. Please let us know the date when you will need these items.
Exhibit I - Page 3
<PAGE>
BILLBOARDS:
NBC Sports Specials can use your show opening animation and music for
Billboards. We prefer to have Billboards air at the gad of segments. But
exceptions are made. BILLBOARD BEDS should be on a SEPARATE TAPE instead of
attached to segments.
PAPERWORK:
Paperwork MUST accompany completed programs before they Paperwork consists of a
Show ROUTINE (RUNDOWN, FORMAT) as well as a SEGMENT REEL SHEET. Examples of a
ROUTINE (RUNDOWN, FORMAT) and SEGMENT REAL SHEET are attached. If your show
follows e live event and is therefore collapsible, you mast include notes on
order of cuts. Your NBC Produce can tell you if you fallow a live event.
DELIVERY DATE:
The finished show tags and paperwork must be received at NBC on or before the
Thursday prior to the scheduled airing of your show. . Exceptions may be made
where circumstances warrant only when discussed in advance with NBC. Please keep
in touch with us and lot us know when to expect your tape and paperwork. If
available, paperwork can always be faxed to us before the edit is done
(212-664-3602 & 212-654-4469), or after the tape has been shipped.
The tape should be shipped to: Ms. Laura Klein
NBC Sports
30 Rockefeller Plaza Room 1443E
New York, NY 10112
(212) 664-4468
(212) 664-4469 (fax)
Please address any questions to your NBC Producer or contact John Gilmartin at
(212) 664-2140.
Exhibit I - Page 4
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
EXHIBIT J
ANHEUSER-BUSCH AMENDMENT
THREE (3) PAGES TO FOLLOW
Exhibit J - Page 1
<PAGE>
AS OF NOVEMBER 11, 2003
World Poker Tour
Attn: Steve Lipscomb
1041 North Formosa Avenue
Suite 99
West Hollywood, CA 90046
RE: "WORLD POKER TOUR" - AMENDMENT NUMBER 3 TO SEASON 2 TERM SHEET
(CONTRACT #: WPT002/COP/TRV/PL/SC/CG)
Dear. Ladies and Gentlemen:
Reference is made to (i) that certain master agreement (the. "Master
Agreement") dated as of January 22, 2003 between WORLD POKER TOUR ("Producer")
and THE TRAVEL CHANNEL, L.L.C. ("TRV"); (ii) that certain agreement attached to
the Master Agreement (the "Attachment"), dated as of January 22, 2003 between
Producer and TRV in connection with the first season of the television
production currently known as "The World Poker Tour" (the "Tour"); (iii) that
certain fully executed term sheet (the "Term Sheet"), undated, but executed on
July 25, 2003, between Producer and TRV in connection with the second and,
potentially, subsequent seasons of the Program and the Tour, which such Term
Sheet incorporates certain terms and conditions of the Master Agreement and the
Attachment; (iv) that certain fully executed Amendment to Season 2 Term Sheet
(the "First Amendment"), dated as of September 5, 2003; and (v) that certain
fully executed Amendment Number 2 to Season 2 Term Sheet (the "Second
Amendment"), dated as of October 30, 2003. The Master Agreement, the Attachment
and the Term Sheet, as amended by the First Amendment and the Second Amendment,
are collectively hereinafter referred to as the "Agreement".
Except as otherwise defined herein, capitalized terms used but not
defined herein shall have the meanings set forth in the Agreement.
Producer and TRV acknowledge and agree, notwithstanding anything to the
contrary contained in the Agreement and only for the limited purposes set forth
herein and in Exhibit A, that Producer shall have the right to grant to
Anheuser-Busch, Inc. ("AB") certain "secondary sponsorship" rights in connection
with the Episodes and Specials comprising the Program, which such rights shall
be substantially in the form of the rights described on the Sponsorship
Agreement, dated as of November 12, 2003, between AB and Producer, as set. forth
on Exhibit A (attached hereto and incorporated herein by reference) as such
memorandum and agreement shall be modified pursuant to good faith negotiation
between Producer and AB (collectively, the "AB Sponsorship Rights"). TRV
acknowledges and agrees that AB is being accorded rights of first negotiation
and first refusal for subsequent seasons of the Program (which such AB right of
first negotiation expires on May 31, 2004), and that Producer has the right to
grant sponsorship rights to AB only for the 2004/05 season of the World Poker
Tour pursuant to such negotiations; provided that such rights granted in
connection with the 2004/05 season are not .materially inconsistent with the AB
Sponsorship rights granted in connection with the 2003/04 season (the
<PAGE>
parties acknowledge that if such rights proposed to be granted in connection
with the 2004/05 season are materially inconsistent with the AB Sponsorship
rights, then Producer shall not be permitted to enter into the 2004/05 agreement
without TRV's prior written consent). For purposes of clarity, Producer
acknowledges and agrees that, apart from the permission to grant the AB
Sponsorship Rights to AB s set for herein, Producer has not acquired any
additional, sponsorship rights beyond those. rights granted to and/or retained
by Producer in the Agreement.
Except as otherwise herein expressly amended and supplemented, the
Agreement is in all other aspects hereby ratified and confirmed.
<PAGE>
Please acknowledge your acceptance of the foregoing by signing in the
space provided below.
TRAVEL CHANNEL, L.L.C.
By: /s/ William M. Campbell
--------------------------------
Printed Name: William M. Campbell
Title: President, U.S. Networks
Date: February 20, 2004
WORLD POKER TOUR, LLC
By: /s/ Steven Lipscomb
------------------------------
Printed Name: Steven Lipscomb
Title: Chief Executive Manager
Date: February 19, 2004
<PAGE>
PART OF AGREEMENT BETWEEN THE TRAVEL CHANNEL, L.L.C.
AND WORLD POKER TOUR L.L.C.
DATED AS OF AUGUST 22, 2003
EXHIBIT A
WPT/ANHEUSER-BUSCH, INC.
MEMORANDUM OF BASIC TERMS AS OF NOVEMBER 10, 2003
- ONE (1) :10 sec ANIMATED BB AND ONE (1) FEATURE (POKER CORNER) IN EACH
TELECAST
- FULL EXCLUSIVITY BEER AND 'MALTERNATIVES' FOR ALL SPONSORSHIP ELEMENTS
- TWO (2) LOGO PLACEMENTS ON THE TABLE FELT
- LOGOS TO BE PROMINENTLY DISPLAYED FOR ON-AIR VISIBILTY, CONSISTENT
WITH PLACEMENT OBJECTIVES FOR WPT, MEMBER CASINOS AND WPT TITLE
SPONSOR.
- LOGO USAGE AND "OFFICIAL BEER OF WPT" DESIGNATION
- ONE (1) BANNER TO BE PLACED IN PROMINENT LOCATIONS FOR ON-SITE AS WELL AS
ON-AIR VISIBILTTY CONSISTENT WITH PLACEMENT OBJECTIVES FOR WPT TTTLE
SPONSOR
- LOGO AND LINK THROUGHOUT THE WPT WEB-SITE (MINIMUM OF ** IMPRESSIONS)
- FOUR (4) RESERVED SEATS AT EACH VENUE
- TWO (2) ENTRIES IN WPT INVITATIONAL PRO-CELEBRITY EVENT
- ESCORTED VIP GUEST ACCESS TO PLAYER LOUNGE AND BEHIND-THE-SCENES AREAS
- RIGHT TO PROVIDE ANHEUSER BUSCH PRODUCTS EXCLUSIVELY IN PLAYERS LOUNGE
- ROOM DISCOUNTS AT WPT MEMBER HOTELS
- ONE (1) MEET-AND-GREET/VIP RECEPTION FOR TEN (10) PEOPLE HOSTED BY PRO OR
WPT HOST AT ONE EVENT AT THE LOCATION OF SPONSOR'S CHOICE
- PRODUCT SAMPLING AND PROMOTIONAL DISPLAYS WHERE LEGAL
- A-B SPONSORSHIP FEE: $** (NET)
- FIRST RIGHT OF REFUSAL FOR ALL ELEMENTS FOR THE 2004/05 WPT SEASON