Exhibit 10.14


 


July 17, 2008


 


Steve Lipscomb


Chief Executive Officer
and President


WPT Enterprises, Inc.


5700 Wilshire Boulevard, Suite 350


Los Angeles, California
90035


 


Dear Steve:


 


This letter agreement
(the “Letter Agreement”) and the attached Standard Terms & Conditions
(the “STC”, and together with the Letter Agreement, the “Agreement”) set forth
the agreement between WPT Enterprises, Inc. (“Producer”) and National
Sports Programming, owner and operator of the Fox Sports Net programming
service (“FSN”) 10201 West Pico Boulevard, Building 103, Los Angeles,
California 90035, regarding the World Poker Tour television series of poker
tournaments (the “Series”).  The Letter
Agreement must be interpreted in conjunction with the STC and is incomplete in
isolation.


 


1)                                    Producer
will supply to FSN twenty-six (26) fully produced and broadcast quality sixty
(60) minute (between forty-two minutes twenty-one seconds (42:21) and
forty-four minutes twenty-one seconds (44:21) of content as determined by FSN)
episodes of the Series (the “Episodes”). 
The Episodes will highlight action from certain upcoming events of the
World Poker Tour (“Events”) presented by Producer.  As required for the production and delivery
of all Episodes, Producer will be responsible and pay for all associated costs
and shall provide the production staff and all other personnel, facilities and
services. Nothing in this Agreement shall restrict Producer from the production
or unrestricted exploitation of World Poker Tour events and programs other than
the Events and the Episodes provided for under this Agreement and FSN
acknowledges that such other programs are likely to be broadcast on other
networks during the Term of this Agreement.


 


2)                                     Producer
will submit each Episode in accordance with the requirements of the STC for
approval at least ten (10) days prior to such Episode’s initial telecast
date as scheduled by FSN (the “Approval Schedule”). Each Episode will be of
consistent quality as those produced by Producer and distributed during the
2007 Season, provided FSN acknowledges that there will be certain changes to
the presentation of the Episodes.


 


3)                                     Producer
will submit each approved Episode at least five (5) business days prior to
such Episode’s scheduled initial telecast date in accordance with the
requirements of the STC (the “Delivery Schedule”).


 


4)                                     Producer
will receive four (4) thirty-second (:30) units of commercial inventory
(the “Ad Time”) in the Initial Telecast and the Re-Telecast (as such terms are
defined below) of each Episode.  Producer
shall have the right to include billboards, in-show sponsorships and
entitlements in each Episode (“Integrations”). 
The Ad Time and Integrations are subject to the terms of the Agreement
including the STC.  FSN acknowledges that
Producer intends to include certain .net poker tutorial website (“Tutorial
Sites”) sponsorships as part of its Integrations and that the ability to
include such Integrations constitute essential components of Producer’s benefit
under this Agreement.  Notwithstanding
FSN’s approval rights set forth in Sections 1 & 2 of the STC, FSN
shall not use such approval rights to extract commercial benefit for itself
(e.g., refuse to approve an Integration unless a sponsor purchases ad time on
the network).  FSN further acknowledges
and agrees that in the event that the FSN Guidelines, requirements or policies
change so as to preclude all Tutorial Site Integrations as currently
contemplated under this Agreement, FSN’s exclusive rights during the Exclusive
Period (as defined in Section 7) shall become non-exclusive rights.  Without


 

















 


limiting the foregoing,
if Producer desires to include references within the Episodes (e.g.,
Integrations) or the Ad Time to a Tutorial Site or other poker-related website
(collectively, “Websites”) then:


 


a.                                       Producer
shall notify FSN as far in advance as possible to allow FSN to review any
Websites to determine if they meet FSN’s requirements.  Producer acknowledges that all Websites must
meet FSN’s requirements, as they may change from time to time, as determined by
FSN in its sole discretion, at all times during the Broadcast Period; provided,
however, FSN agrees that such requirements shall be applied in a good faith
manner and consistent with similar network programming.


 


b.                                      Neither
any Website, the Episodes nor the Ad Time shall contain any reference, whether
written or otherwise, to any entity, party or website (including, without
limitation, any WPTE owned, controlled, affiliated and/or operated website or
any website owned by any parent or affiliated entity of WPTE or under common
control with WPTE or any third party website) that aids, abets, facilitates,
promotes, provides an advertisement for and/or enables any form of
wagering/gambling in the Territory (as defined below) or conducts or facilitates
any activity that is in violation of any United States Federal, state or local
law, rule or regulation.


 


c.                                       Any
Website appearing or referenced in any Episode or in the Ad Time shall not aid,
abet, facilitate, promote, provide an advertisement for or otherwise enable any
wagering/gambling activities and does not and will not “link,” directly or
indirectly, to or otherwise direct a viewer to any other website that enables
wagering/gambling activities in the Territory.


 


d.                                      The
Episodes and the Ad Time shall not in any way aid, abet, facilitate, promote or
otherwise enable any wagering/gambling activities (e.g., by making any
references to any online wagering/gambling site or by providing a telephone
number to a wagering/gambling business, etc.).


 


5)                                     FSN
will use commercially reasonable efforts to clear the Initial Telecast, the
Re-Telecast and the Additional Telecasts of each Episode in a minimum of 50
million homes (the “Clearance Threshold”) in accordance with the terms of the
STC. As used in this Agreement, “commercially reasonable efforts” shall not
mean that FSN is relieved of its clearance or time placement obligations to
Producer in order to take commercial advantage of the clearance and time slots
anticipated for airing of the Episodes (e.g., deal shopping).


 


6)                                      FSN
will use commercially reasonable efforts to initially clear each Episode (the “Initial
Telecast”) on a Sunday between 6:00 PM and 10:00 PM (local time) (the “Timeslot”)
and a repeat clearance within seven (7) days of the Initial Telecast (the “Re-Telecast”)
in accordance with the terms of the STC. 
In addition, FSN will use commercially reasonable efforts to distribute
each Episode at least two (2) additional times within one (1) year of
the Initial Telecast (the “Additional Telecasts”) in accordance with the terms
of the STC.


 


7)                                      Notwithstanding
anything to the contrary set forth in the STC, Producer shall not be required
to pay a distribution fee for distribution of the Series.


 


8)                                      FSN is hereby granted the following Telecast (as
defined in the STC) rights:


 


Exclusive rights to each Episode in the United States and its
territories, possessions, commonwealths and military installations (the “Territory”), from the period beginning the
date of this Agreement and ending on the earlier of (a) the one year
anniversary of the Initial Telecast of such Episode on the FSN programming
service and (b) the date fifteen (15) months after Producer’s delivery of
such approved Episode to FSN  (the “Exclusive
Period”) and the non-exclusive rights ending on the earlier of (i) the
three year anniversary of the Initial Telecast of the final Episode on the FSN
programming service and (ii) the date thirty-nine (39) months after
Producer’s delivery of the final approved Episode to FSN (including the
Exclusive Period, the “Broadcast Period”). Notwithstanding anything in this
Agreement to the contrary, Producer shall


 

















 


have the right to distribute separate and distinct Spanish-language
productions (i.e., unique footage and not just dubs of the Episodes into
Spanish) of action from the Events in the Territory via Telecast and otherwise
beginning two (2) weeks after the Initial Telecast of the final Episode on
the FSN programming service.


 


In addition to FSN’s Telecast rights, FSN may distribute portions of the
Episodes not to exceed two (2) minutes for any single clip or three (3) minutes
in the aggregate from any Episode online without territorial restriction solely
for purposes of promoting FSN’s distribution of the Episodes on the Fox Sports
Net programming service.  For avoidance
of doubt, except as set forth in the preceding sentence FSN shall not have the
right to distribute the Episodes or portions thereof online without Producer’s
consent.


 


Producer reserves all rights not granted to FSN herein (e.g., online and
wireless distribution) within and outside the Territory.  Notwithstanding the foregoing, in addition to
Producer’s restrictions preventing Telecast of the Episodes during the
Exclusive Period, Producer agrees that it will not distribute any Episode in
its entirety (or substantially in its entirety) in the Territory by any means
of distribution including, without limitation, Telecast, online or wireless
distribution, at any time prior to seven (7) days after FSN’s initial
distribution of such Episode.  The foregoing
sentence shall not prevent Producer from distributing portions of such Episodes
via means of distribution other than Telecast.


 


9)                                      The
parties shall negotiate for future rights to the Series during the period
from March 1, 2009 to May 15, 2009 (the “Negotiation Period”) in
accordance with the requirements of the STC.


 


ACKNOWLEDGED AND AGREED,
as of the effective date of this Agreement specified above.


 


	
  PRODUCER

  	
   

  	
  NATIONAL
  SPORTS PROGRAMMING

  
	
   

  	
   

  	
   

  	
  owner and operator of
  the Fox Sports Net programming service

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Adam Pliska

  	
   

  	
  By:

  	
  /s/ George Greenberg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General Counsel

  	
   

  	
  Title:

  	
  EVP
  Programming & Production

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  July 17, 2008

  	
   

  	
  Date:

  	
  July 17, 2008