Confidential Draft Embassy Row Acquisition Request for Approval Documentation October 2008

1 Recent shows: –Who Wants to be a Millionaire* –Wife Swap* –The Power of 10 on CBS –The 9, online with Yahoo! –Buzz Session with Yahoo! –POPTUB, online with YouTube –World Series of Pop Culture on VH1 –Grand Slam on GSN –Chain Reaction on GSN –Boy Meets Grill on Food Network Projects in development: –All Star Mr. and Mrs. –The Newlywed Game –The Dating Game –The Power of 10 for GSN –Pyramid –Make My Day –The Empire –What Would Martha Do? SPE’s existing deal with Davies runs through Jan. 2, 2009 During this term SPE: –Funds $1.2MM of Embassy Row overhead –Recoups up to $600K in Executive Producer (EP) Fees –Receives all copyright to shows created by ER –Derives profits from its share of format profits ER derives its profits from –EP fees –Mark-up on overhead charged to shows –Ongoing profit participation Embassy Row becomes the cornerstone of a domestic light entertainment business Creates Enterprise Value for SPE Expands the pipeline of formats for 2WayTraffic to distribute Acquisition creates a deeper relationship than the current term deal –Extends the relationship beyond the current term –Acquires ER’s existing profit streams –Aligns Davies’ incentives with our own Note: * Not included in current deal Embassy Row Overview History of SuccessCurrent SPE RelationshipDeal Rationale

2 Operation of Embassy Row Format Development and Acquisition Management and Reporting Distribution with 2waytraffic Distribution without 2waytraffic Existing ER slate will be extended into syndication and formats sold abroad New formats will be based on SPE library product, new U.S.-based development, and acquired international formats Limited incremental investment will be required to expand the team, including 3 people acquiring international formats and 3 people developing additional show concepts in-house The business will be managed as an independent unit within SPT with a dedicated P&L ER will leverage 2waytraffic’s existing sales force to sell ER developed formats internationally Requires limited incremental investment in SPE HC (i.e., 3 additional sales people) to sell ER formats worldwide Double Check HC

3 Key Terms: Deal Consideration Current Deal Structure $25MM cash at close Up to $50MM of additional earn-outs tied to “Adjusted Company Profit” (ACP) –ACP mimics the portion of profits ER would retain under the existing overall deal, tying earn-outs to profits that are truly incremental to SPE –Value of earn-outs would be calculated in Year 6 as: 7x (Average of Years 5-6 ACP) minus $25MM advance Earn-out payments would be made between Year 6 and Year 10 –Subject to the creation of an incentive plan to be approved by the SCA Comp Committee, 10% of earn-out would be paid to employees in Year 6; 10% in Year 7 –80% of earn-out paid to Davies over Years 6-10 if Davies meets minimum Adjusted Company Profit targets –Earn-out payments can be accelerated if Davies exceeds ACP goals Changes from April 2008 Deal Update No change to overall consideration or mix between cash at close and earn-out Changed earn-out measurement period from years 3-5 to years 5-6 to improve tax impact to Davies and accounting impact to SPE Earn-out payments are no longer subject to Davies being employed by SPE

4 The portion of the “Earn-out Value” not paid to employees will be paid as follows: “Year 6 Acceleration” –If the Earn-out Value is $50MM; All or a portion of the earn-out will be eligible for payment in year 5 For every $1 by which cumulative Year 1-6 ACP exceeds $56MM; $0.40 of the earn-out will be paid in year 6 “Vesting Payments” –Any portion of the earn-out not paid in year 6 or set aside for the employee pool, will be payable 20% per year in years 6, 7, 8, 9, 10 if: ACP in any given year meets or exceeds a threshold  Threshold ACP will equal the lesser of 80% of the year 5-6 average or $8.6MM  Earnings are “crossed” for purposes of vesting (i.e., earnings shortfall in early years can be made-up in future years) “Acceleration of Vesting Payments” –In Years 6-10, any payments normally payable under the Vesting Payments will be subject to acceleration For every $1 a given year’s ACP exceeds 125% of the Year 5-6 average; Davies will accelerate $0.40 of the total vesting payments –Any acceleration will decrease future year payments ratably Key Terms: Calculation and Payment of Earn-out

5 Key Terms: Davies Employment and Non-compete Current Deal Structure Davies will be subject to a 4 year employment agreement –Exclusive to SPE with the exception of  Executive Producer services on Who Wants to be a Millionaire and Wife Swap  Journalistic work for ESPN (e.g., Davies’ World Cup Blog) –Liquidated damages if employment contract is breeched After a 4 year employment contract: If Davies chooses not to stay; he is subject to a 2 year non-compete If Davies wants to stay; SPT may retain him for 2 years If Davies wants to stay and SPT doesn’t retain him; he is not subject to a 2 year non-compete Changes from April 2008 Deal Update Previously discussed a 5 year contract Shortened to 4 years to address tax and accounting issues Introduced liquidated damages into deal to ensure Davies is present long enough to drive value

6 Economic Impact Bar Charts

7 Valuation Based on Current Base Case Drop-in

8 Comparable Transaction Analysis Note: (1) Based on expected Sony Base Case consideration of $353 and CY07E projections. Davies CY07 EBITDA: $3.3M Implied Market Value at 11-12x: $36M - $40M Total Initial Consideration: $25M

9 Comparison of Current and Prior Base Case Side-by-side

10 Value associated with properties currently on-air has decreased –Largely offset by decrease in required investment in overhead and development as a result of the ability to leverage 2waytraffic and ER’s currently increased staff Value of properties in development is largely unchanged Values of new properties could be higher if ER network contracts include chargebacks (1) Cumulative Incremental EBITDA and NPV: New and Prior Base Case Note: (1) If ER secures chargebacks of 5% of budget on new shows, NPV is $18.1M, if Davies hits his forecast his NPV would be $44.4M. (2) Includes only portion of P10 acquired from Davies. UPDATE

11 Incremental SPT Investment New Case vs. Prior Incremental Investment (New)Incremental Investment (Prior) New incremental investment assumes ability to leverage 2waytraffic Current ER and 2way working relationship is already bearing fruit with the development of “Celebrity Mr. and Mrs. “ Reduced headcount costs to $700K-$1.7M –2 Acquisition headcount –1 Development headcount –1-2 Administration headcount –1 Finance headcount –2 additional Embassy Row headcount converted to a full-time employees $0 in self-funded pilot costs $500K for development and acquisitions Incremental investment was modeled prior to 2waytraffic acquisition $300K-$2.4M of headcount costs –2-3 Acquisition headcount –1-3 Development headcount –1-3 Administration headcount –An additional 5 Embassy Row headcount converted to full-time employees $2.0-$2.5M of self-funded pilot costs $0.0-$2.0M for development and acquisitions Incremental Investment (Old) FY09FY10FY11FY12FY13 ($2.8)($4.7)($5.2)($5.9)($6.0) Incremental Investment (New) FY09FY10FY11FY12FY13 ($1.2)($1.9)($2.0)($2.1)($2.2)

12 Key Business Plan Assumptions: Slate Drop-in

13 Key Business Plan Assumptions: Slate Drop-in

14 Key Business Plan Assumptions: Headcount Drop-in Summary you gave Rich for MRP

15 – Appendix –

16 Valuation Based on Prior Base Case (as of April 2008) Drop-in

17 Valuation Based on Current Davies Case Drop-in

18 Valuation Based on Prior Davies Case (as of April 2008) Drop-in