Confidential Draft Embassy Row Acquisition Overview February 2008

1 Status Update After further negotiation with Davies, we believe a deal can be completed with $25.0MM up-front plus up to $50.0MM in earn-outs –$15.0MM of “Tier 1” earn-outs is tied to reasonably achievable EBITDA targets –$35.0MM of “Tier 2” earn-outs is tied to significantly greater EBITDA and format profits that drive much higher overall value for SPE Adjusted model to evaluate revised deal structure as well as greater success in a “high” case and a more conservative “low” case Recommend the following updates prior to submitting a revised LOI –Carey and Calkins to brief Wiesenthal –Berg to brief Seligman –Lynton to brief Stringer –GEC [TBD; discuss w/Calkins]

2 $25.0MM up-front payment Up to $50.0 MM of potential earn-outs tied to exceeding EBITDA thresholds and generating recurring profits –Tier 1 (First $15.0MM) – Once ER hits threshold EBITDA Davies receives 50% of incremental EBITDA up to a cap –Tier 2 (Next $35MM) – Once Tier 1 earn-outs are achieved, if ER has generated a minimum amount of format profits in each year, Davies receives 40% of incremental EBITDA up to a cap. If minimum format profits are not achieved, Davies earns 15% of incremental EBITDA up to a cap Revised Deal Structure Max Total Consideration: $75.0 MM PV (1) of Max Total Consideration: $53.8MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate (2) Syndication Profits + International Format Fees

3 $20.0MM up-front payment Up to $28.0 MM of potential earn-outs tied to exceeding EBITDA thresholds and generating recurring profits –Available earn-out = (EBITDA Above Threshold) x 66%; subject to a cap each year –50% of available earn-out paid regardless of earnings quality –50% of available earn-out multiplied by: (recurring profits (2) /target) Previous Deal Structure Max Total Consideration: $48.0 MM PV (1) of Max Total Consideration: $35.7MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate (2) Syndication Profits + International Format Fees FY09FY10FY11FY12FY13Total Earn-Out Cap$0.0$4.0$6.0$8.0$10.0$28.0 Threshold EBITDA$0.0$5.0$7.0$10.0$15.0$37.0 Minimum EBITDA to Fully Earn-out$0.0$11.1$16.1$22.1$30.2$79.4 Recurring Profit TargetN/A$5.0$10.0$15.0$25.0

4 Updates to Financial Model Revised deal structure Analyzed broader range of success including: –Greater variability in format revenues based on 2waytraffic diligence –Impact of local language production –Inclusion of new hits in upside; cancellation of shows in downside –Impact of including or excluding ER’s current Reality business Took a more conservative approach on a subset of the model –Eliminated chargebacks in all cases –Revised headcount cost, including conversion of 3-5 ER production headcount to full-time

5 Cumulative Earn-outsCumulative EBIT* Under the Revised Structure, Maximum Earn-outs are Greater but Only if Davies Creates Greater Value for SPE NPV *Note: EBIT differences include both (1) Difference in cumulative earn-outs, and (2) difference in amortization of $4.4M due to increased up-front payment.

6 Appendix A (Comparison of Previous and Revised Models)

7 Key Assumptions – Revised Model Assumptions Low CaseBase CaseHigh Case Model Adjustments Slate: Slate remains unchanged Power of 10: Excludes profits from Power of 10 (format/syndication) Format Profits: Format profits are at slightly below the industry average ($3.0M) Local Production: No local production Interactive Profit Growth Rate: Unchanged at 0% Factual Profits from ER: Does not include the profits from the Factual portion of Embassy Row’s business Slate: Slate remains unchanged Power of 10: Includes profits from Power of 10 (format/syndication) Format Profits: Format profits are at slightly below the industry average ($3.0M) Local Production: Local production in the UK +$3M (for Power of 10) Interactive Profit Growth Rate: Increased to 5% Factual Profits from ER: Includes the profits from the Factual portion of Embassy Row’s business –Factual Profit Growth Rate at 5% for 2011/2012 –Add +2 HC to manage production Slate: Slate includes a home run network show that starts it run in FY09 Power of 10: Includes profits from Power of 10 (format/syndication) Format Profits: Above industry average ($6.5M) for home run show, but remains at $3.0M for others Local Production: Local production in the UK +$3M for Pof10; UK + 3 additional territories at +$1M per for “Home Run” Interactive Profit Growth Rate: Increased to 10% Factual Profits from ER: Includes the profits from the Factual portion of Embassy Row’s business –Factual Profit Growth Rate at 5% for 2011/2012 –Add +2 HC to manage production Model Adjustments

8 Key Assumptions – Revised Model and Deal Structure Low CaseBase CaseHigh Case Acquired EBITDA (1) : $0.8 Value of Exit (2) : $7.3 Total Consideration: ($25.0) Net Present Value: ($16.9) Consideration / 2007 EBITDA (3) : 7.1x Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Acquired EBITDA (1) : $10.9 Value of Exit (2) : $31.4 Total Consideration: ($29.5) Net Present Value: $12.8 Consideration / 2007 EBITDA (3) : 8.4x Acquired EBITDA (1) : $44.6 Value of Exit (2) : $114.2 Total Consideration: ($41.2) Net Present Value: $117.5 Consideration / 2007 EBITDA (3) : 11.8x Net Present Value EBIT Recurring Profits

9 Assumptions Tier 1 Earn-out Cap:$5.0M Threshold EBITDA:$12.0M EBITDA Achieved:$21.6M Earn-out Target:$22.0M Tier 2 Earn-out Cap:$11.0M Threshold EBITDA:$22.0M EBITDA Achieved:$21.6M Recurring Profit Target:$20.0M Recurring Profit Achieved:$21.5M Example Earn-out Calculation (Revised Structure) : Base Case FY13 Calculation Tier 1 Partial earn-out = $4.8 (Exceeded minimum EBITDA to fully earn-out $21.6 < $22.0) –[($21.6-$12.0)/($22.0-$12)]*$5.0 = $4.8 Tier 2 Does not surpass the threshold EBITDA to earn a Tier 2 earn-out Total Earn-out Paid $4.8M

10 Key Assumptions – Previous Model and Deal Structure Low CaseMid CaseHigh Case Model Assumptions Chargeback: 0% Interactive Growth: 0% Chargeback: 0% Interactive Growth: 5% Chargeback: 5% Interactive Growth: 10% Model Assumptions Acquired EBITDA (1) : $5.3 Value of Exit (2) : $18.2 Total Consideration: ($21.9) Net Present Value: $1.5 Consideration / 2007 EBITDA (3) : 6.3x Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Acquired EBITDA (1) : $5.7 Value of Exit (2) : $19.7 Total Consideration: ($22.1) Net Present Value: $3.3 Consideration / 2007 EBITDA (3) : 6.3x Acquired EBITDA (1) : $9.1 Value of Exit (2) : $29.3 Total Consideration: ($23.4) Net Present Value: $15.0 Consideration / 2007 EBITDA (3) : 6.7x Net Present Value EBIT Recurring Profits

11 Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Previous Structure: Max Earn-out Model Assumptions EBITDA fixed at Format target levels Acquired EBITDA (1) : $26.4 Value of Exit (2) : $71.1 Total Consideration: ($35.7) Net Present Value: $61.8 Consideration / 2007 EBITDA (3) : 10.2x Net Present Value EBIT Recurring Profits Comparison of Max Earn-out Cases Revised Structure: Max Earn-out Model Assumptions EBITDA hits format target levels constituting all recurring profits Acquired EBITDA (1) : $69.8 Value of Exit (2) : $161.3 Total Consideration: ($53.8) Net Present Value: $177.2 Consideration / 2007 EBITDA (3) : 15.4x Net Present Value EBIT Recurring Profits

12 Note: (1) NPV at 16.5% = PV of Acquired EBITDA + PV of Exit at 10x – PV of Consideration. Includes revised model assumption in all cases. Previous Deal StructureRevised Deal Structure Low Base High Maximum Under the Revised Structure, Maximum Earn-outs are Greater but Only if Davies Creates Greater Value for SPE

13 Cumulative EBIT Comparison

14 Cumulative Earn-out Comparison

15 Appendix B (Detail for Revised Model as of 2/20/08)

16 Summary Slate: Base Case (Calendar Year Basis)

17 Summary Slate: High Case (Calendar Year Basis)

18 Low-Case

19 Mid-Case

20 High-Case

21 Detailed P&L: Low-Case

22 Detailed P&L: Mid-Case

23 Detailed P&L: High-Case

24 Model Assumptions

25 Format Assumptions

26 Summary Format Benchmarks (1) Includes 2004 and 2005 figures to substitute for 2007 & 2008 figures. (2) Based on ultimates provided by King World.

27 Headcount Assumptions

28 2waytraffic’s Previous Offer for ER 7x multiple on 2007 Net Profit, plus 7x multiple on difference between average of 2009 – 2011 Net Profit and 2007 Net Profit Approximate value = $54.0M

29 Base Case Slate Assumptions Pilot / Pick-up Ratio (1) Network Pick-ups / Pilots33% Cable Pick-ups / Pilots31% Industry Unscripted Pick-ups / Pilots35% Series Success Rates (1) Year 1 to 242% Year 2 to 350% Year 3 to 450% Year 1 to 411% Model Year 1 to 227% Year 2 to 361% Year 3 to 467% Year 1 to 411% Industry