Confidential Draft Embassy Row Acquisition Overview January 25, 2008

1 $20.0MM up-front payment Up to $14.5MM in earn-outs tied to EBITDA on all ER shows 100% of earn-out paid if EBITDA target is met 0% of earn-out paid if EBITDA is below a floor Pro-rated if EBITDA is between floor and target 5 year contract and an additional 2 year non-compete Original Deal Structure Max Total Consideration: $34.5MM PV (1) of Max Total Consideration: $28.2MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate

2 $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) 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 Revised 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

3 Note: (1) NPV at 16.5% = PV of Acquired EBITDA + PV of Exit at 10x – PV of Consideration Revised Deal StructureOriginal Deal Structure Low Medium High Maximum Under the Revised Structure, Maximum Earn-outs are Greater but Only if Davies Creates Greater Value for SPE

4 – Appendix –

5 Assumptions Earn-out Cap:$10.0M Threshold EBITDA:$15.0M EBITDA Achieved:$20.0M Recurring Profit Target:$25.0M Recurring Profit Achieved:$12.5M Example Earn-out Calculation Calculation EBITDA Above Threshold = ($20 - $15 = $5) Available Earn-out = (66% x $5 = $3.3) –50% of Available Earn-out paid automatically = (50% x $3.3 = $1.65) –50% of Available Earn-out subject to Ratio = (50% x $1.6 = $1.8)  (Ratio = $12.5/$25.0 = 50%) Total Earn-out Paid $2.4M

6 Key Assumptions – Revised 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

7 Key Assumptions – Original Deal Structure Low CaseMid CaseHigh Case Model Assumptions Chargeback: 0% Interactive Growth: 0% Net Present Value 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: ($22.4) Net Present Value: $1.0 Consideration / 2007 EBITDA (3) : 6.0x 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 Net Present Value Acquired EBITDA (1) : $5.7 Value of Exit (2) : $19.7 Total Consideration: ($22.7) Net Present Value: $2.7 Consideration / 2007 EBITDA (3) : 6.5x Acquired EBITDA (1) : $9.1 Value of Exit (2) : $29.3 Total Consideration: ($24.0) Net Present Value: $14.4 Consideration / 2007 EBITDA (3) : 6.9x EBIT Recurring Profits

8 Original Structure: Max Earn-out Model Assumptions EBITDA fixed at Earn-out target levels Acquired EBITDA (1) : $14.4 Value of Exit (2) : $23.8 Total Consideration: ($28.2) Net Present Value: $10.0 Consideration / 2007 EBITDA (3) : 8.1x 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 Revised 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