Acquisition of Additional Stake in Game Show Network (GSN) Post IC and GEC Meeting Update DRAFT

page 1 Revised Deal Terms Deal has been modified to: –Reduce DIRECTV’s put to being on 18% of GSN (rather than on 20% of GSN) –Cap on puts is reduced to $288MM from $320MM (implied full company equity value remains the same at $1.6BN) –Introduced a floor on DIRECTV’s puts of $234MM (implied full company equity value of $1.3BN) –DIRECTV would grant SPE a call on an additional 18% of GSN to be exercised after the expiration of the put in FYE15; valuation would be at 13x prior calendar year OIBDA with a floor of $234MM

DRAFT page 2 Rationale for and Impact of Revised Deal Terms Introduction of a call gives SPE certainty that it can own 58% of GSN in the future, providing further support for consolidation Reduction of the put to 18%: –Reduces maximum gross cash outlay on the transaction to $348MM from $380MM –Modestly increases IRR by deferring the cash outlay for 2% of GSN until SPE acquires the remainder of DIRECTV’s stake or exits Floor was required by DIRECTV as a protection and concession for issuing SPE a call –Sony, PW, and SPE have pursued a very conservative view of accounting which resulted in SPE rejecting DIRECTV’s requests for additional minority protections relating to the budget SPE believes the value at which DIRECTV would exercise the put would exceed $1.3BN, with or without a floor –Without a floor DIRECTV would likely take advantage of its three trigger windows to ensure performance drives put value toward the cap –All forecast periods result in an implied value above the floor and GSN has historically exceed forecast GSN OIBDA ForecastImplied Put Value at 13x CY2011 Budget: $103.2MM$1.34BN CY2012 Forecast: $121.6MM$1.58BN CY2013 Forecast: $145.5MM$1.89BN

DRAFT page 3 Resulting Deal Structure For $60MM SPE would acquire an additional 5% of GSN at a valuation of $1.2BN (bringing SPE’s ownership to 40%) and acquire management control of GSN –A third-party valuation firm estimated the equity value range for GSN from $906MM to $1,222MM –Given GSN’s earnings profile, and the strategic and financial benefits to SPE from consolidating GSN, SPE is comfortable acquiring the additional 5% of GSN on a valuation near the high-end of the range DIRECTV would be granted a put for an additional 18% of GSN at an equity valuation of 13x prior calendar year OIBDA (EBITDA before executive compensation and earn-outs) –Three annual trigger windows beginning April 2012 (FYE13) –Put has a floor of $234MM (implied full company equity value of $1.3BN) –Put has a cap of $288MM (implied full company equity value of $1.6BN) DIRECTV would grant SPE a call on the additional 18% of GSN to be exercised after the expiration of the put in FYE15; valuation would be at 13x prior calendar year OIBDA with a floor of $234MM A buy / sell provision will apply to SPE’s and DIRECTV’s interests in GSN but cannot be triggered until April 2015 (FYE16) –The currently existing buy/sell mechanism would be replaced –Receiving party must elect to either purchase all of the initiating member’s ownership interest in GSN or sell all of the receiving party’s interest in GSN to initiating party (cannot be unilaterally forced to buy)

DRAFT page 4 Step-Up Gain – No change Upon closing SPE would realize a step-up gain on the 35% of GSN currently owned Based on the current valuation range and estimates of fair market value, the step-up gain would be approximately $300MM Value of gain subject to PwC’s further review of long-form documentation and Houlihan Lokey valuation Financial Impact of Revised Terms (1) Incremental EBIT is after assumed amortization. The valuation of intangible assets and related amortization will be undertaken by a valuation expert. The amounts presented are SPE management's estimates and final amounts may vary by more than 10%. (2) 20% put payment based on CY11 budget; estimated cash outlay assumes that the put is paid all at once. SPE would have the option to pay the first half of the put price in the year it is triggered and the second half one year later, with a 10% return to DIRECTV on the second payment only Cash Impact and IRR – Maximum Cash Commitment Decreases, Modest improvement in IRR SPE would pay $60MM ($9MM net of consolidated cash) at close for 5% and management control of GSN If DIRECTV exercises the 20% put in April 2012, SPE’s estimated pre-tax IRR would be 18%, after-tax IRR would be 13% and estimated cash outlay would be $268MM ($241MM net of consolidated cash) in April 2012 (FYE13) (2) If put is exercised in April 2013 or 2014 and paid all at once, estimated gross cash outlay for the put could reach the cap of $320MM and net cash outlay would increase by approximately $30MM EBIT Impact – No change Acquiring management control would allow SPE to consolidate GSN and is expected to increase SPE’s EBIT by $10MM- $40MM per year once initial purchase price amortization (PPA) levels taper off in FYE13 Update for 18% buy-out; one decimal on IRR

DRAFT Appendix page 5

DRAFT page 6 GSN Income Statement CY2005A – CY2013F Values in $000s

DRAFT page 7 Financial Impact: Potential Put Dates and Payment Plans Put is on 20% Notes: (1)IRR calculation assumes exit value occurs at later of 12/31/2013 (the Houlihan Lokey terminal value date) or date of the final put payment Payback on put specifically in all scenarios is approximately years, which is in addition to just under 2 year payback on the initial 5% purchase April 2012 put based on 13x CY2011 OIBDA of $103MM = $1.342BN valuation (SPE 20% put payment = $268MM) April 2013 put based on 13x CY2012 OIBDA of $122MM = $1.581BN valuation (SPE 20% put payment = $316MM) April 2014 put based on 13x CY2013 OIBDA of $146MM = $1.891BN but capped at $1.6BN (SPE 20% put payment = $320MM) Update this to one decimal on IRR

DRAFT page 8 Financial Impact: Potential Put Dates and Payment Plans Put is on 18% Notes: (1)IRR calculation assumes exit value occurs at later of 12/31/2013 (the Houlihan Lokey terminal value date) or date of the final put payment Payback on put specifically in all scenarios is approximately years, which is in addition to just under 2 year payback on the initial 5% purchase April 2012 put based on 13x CY2011 OIBDA of $103MM = $1.342BN valuation (SPE 20% put payment = $268MM) April 2013 put based on 13x CY2012 OIBDA of $122MM = $1.581BN valuation (SPE 20% put payment = $316MM) April 2014 put based on 13x CY2013 OIBDA of $146MM = $1.891BN but capped at $1.6BN (SPE 20% put payment = $320MM) Update this to one decimal on IRR