EX-10.2 - Amendment to No. 5 Travel Channel Agreement

EX-10.2 3 v03381exv10w2.txt EX-10.2 - AMENDMENT TO NO. 5 TRAVEL CHANNEL AGREEMENT Exhibit 10.2 [Portions herein identified by ** have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended] As of August 18, 2004 WPT Enterprises, Inc. Attn: Steve Lipscomb 1041 North Formosa Avenue Suite 99 West Hollywood, CA 90047 RE: "WORLD POKER TOUR" - AMENDMENT NUMBER 5 TO SEASON 2 AGREEMENT (CID#1002911) (CONTRACT #: WPT003/ACQ/TRV/PL/SC/CG) Dear Ladies and Gentlemen: Reference is made to (i) that certain master agreement (the "Master Agreement") dated as of August 22, 2003 between WPT ENTERPRISES, INC. f/k/a WORLD POKER TOUR, L.L.C. ("Producer") and THE TRAVEL CHANNEL, L.L.C. ("TRV"); (ii) that certain agreement attached to the Master Agreement (the "Attachment"), dated as of August 22, 2003 between Producer and TRV in connection with the second season of the television production currently known as the "World Poker Tour" (the "Program"); (iii) that certain fully executed Amendment to Season 2 Agreement (the "First Amendment"), dated as of April 22, 2004; (iv) that certain fully executed Amendment Number 2 to Season 2 Agreement (the "Second Amendment"), dated as of May 10, 2004; (v) that certain fully executed Amendment Number 3 to Season 2 Agreement dated as of July 23, 2004 (the "Third Amendment") and (vi) that certain fully executed Amendment Number 4 to Season 2 Agreement (the "Fourth Amendment"), dated as of June 25, 2004. The Master Agreement and the Attachment, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth 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, in addition to the previously ordered First Additional Special - Season 3 program, a one (1) hour Additional Special tentatively entitled "Poker Corner" to be produced in connection with Season 3 of the Program and such Additional Special shall hereinafter be referred to as the "Second Additional Special - Season 3" (i.e., "Poker Corner"). 2. In consideration for the performance by Producer of its obligations hereunder and under the Agreement in connection with the Second Additional Special - Season 3 (i.e., the "Poker Corner" Additional Special), TRV agrees to pay Producer, and Producer agrees to accept, a License Fee in the amount of ** Dollars ($ ** ) for the Second Additional Special - Season 3. The License Fee will be paid by TRV to Producer in accordance with the terms of the Agreement, including, without limitation, a payment of $ ** (i.e., ** % of $ ** within fourteen (14) days of the receipt of insurance policies required to be delivered as Program Materials for the Second Additional Special - Season 3. 3. The production and exploitation of the Second Additional Special - Season 3 is in all respects subject to the terms of the Agreement as applicable to Additional Specials, as the same may be amended from time to time, except as amended hereby, provided that TRV hereby approves the Production Schedule for the Second Additional Special - Season 3 attached hereto as Exhibit A, the Payment Schedule for the Second Additional Special - Season 3 attached hereby as Exhibit B, and the Production Budget for the Second Additional Special - Season 3 attached hereto as Exhibit C. 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, THE TRAVEL CHANNEL, L.L.C. By: /s/ Daniel W. Russell ------------------------------------ Printed Name: Daniel W. Russell Title: V.P. Programming Date: August 20, 2004 WPT ENTERPRISES, INC. By: /s/ Steven Lipscomb --------------------------- Printed Name: Steven Lipscomb Title: President Date: August 19, 2004 Exhibit A Production Schedule Second Additional Special - Season 3 One (1) Page To Follow World Poker Tour Season III 2004/2005 ADDENDUM Production Schedule WPT Poker Corner Pilot

Exhibit B Payment Schedule Second Additional Special - Season 3 One (1) Page To Follow WORLD POKER TOUR PAYMENT SCHEDULE

Exhibit C Production Budget Second Additional Special - Season 3 Five (5) Pages To Follow WORLD POKER TOUR WPT POKER CORNER PILOT SET UP: Sunday, August 22 / VTR: Monday, August 23