HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION GSN Update February 15, 2011

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 1 GSN Status Update Acquiring management control of GSN creates strategic and long-term financial benefits –Increases presence in U.S. cable networks, one of the key profit drivers for media companies –Allows SPE to consolidate, increasing EBIT in future years –GSN would become the cornerstone in a bouquet of channels to be managed eventually under a common infrastructure –Builds on GSN’s and SPE’s current operating relationship to further mutually benefit by exploiting SPE’s light entertainment assets After further negotiations, DirecTV has expressed willingness to sell under the following structure –SPE buys 5% at close based on a $1.2BN valuation ($60MM gross, $10MM net of incremental consolidated cash) and acquires management control –DirecTV can put an additional 20% to SPE in April of CY2012 at an equity valuation of 13X CY2011 OIBDA –If GSN achieves their CY2011 OIBDA budget of $103MM, the put valuation would be $1.346BN, resulting in payment of $269MM –SPE would have the flexibility to pay half of the put price in CY2012 (FYE13) and half a year later (FYE14), with a 10% return to DirecTV on the second half of the payment only –SPE and DirecTV have an opportunity to exit beginning March 2015 through a Buy/Sell provision

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 2 GSN Value Considerations SPE believes the strategic benefits of an acquisition merit a valuation near the high-end of our third- party valuation firm’s (Houlihan Lokey “HL”) preliminary estimates –Valuation of $1.2BN on the initial 5% purchase compares to the high-end of HL’s 100% valuation of $1.25BN ($1.13BN after 10% lack of marketability discount) –SPE believes the 100% (full control) valuation is a relevant benchmark as DirecTV considers themselves on a path to eventual exit –HL analysis is before the benefit of synergies that could eventually be achieved if SPE were to control other channels and share infrastructure SPE is seeking interim feedback on this structure (inclusive of the put on 20%) from SCA and Tokyo before proceeding further in negotiations

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 3 GSN Valuation Summary Values in $MM Values in $000s (1)Adds back any LTIC in excess of long-term normalized LTIC estimated at $5MM per year (2)Enterprise Value equals Equity Value plus debt less cash. For purposes of this summary unrestricted cash as provided by GSN mgmt has been used as the proxy; unrestricted cash balance of $30MM in CY2010 and $35MM in CY2011

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 4 GSN Comparable Companies and Transaction Analysis

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 5 The valuation for purposes of the gain would be based on the lesser of the value implied by the price paid or a third-party’s estimate of fair value, in this case $1.03BN - $1.13BN (includes a restricted marketability discount of 10%) SPE would realize a step-up gain of approximately $275MM - $310MM on the 35% of GSN currently owned Financial Impact: Estimate of Step-Up Gain (1) HL’s preliminary valuation analysis includes a restricted marketability discount in value of 10% Values in $MM

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 6 Financial Impact: Estimate of Cash Impact

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 7 Financial Impact: Estimate of Increased EBIT Acquiring management control would allow consolidation and could potentially increase SPE’s EBIT by $15MM-$40MM per year once initial purchase price amortization (PPA) levels taper off (1) Detailed valuation work will be undertaken by a valuation expert to determine the appropriate PPA amounts

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 8 Appendix

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 9 GSN Income Statement CY2005A – CY2013F

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 10 Financial Impact: Cash Flow Based on Single Put Payment (Option A) If SPE pays the entire 20% put at one time would require a $269MM cash outflow in FYE 2013 Buy-up would increase SPE’s share of distributable cash by $25MM in FYE12, increasing to $77MM in FYE14 under GSN’s estimated dividend policy Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 11 Financial Impact: Cash Flow Based on Split Put Payment (Option B) If SPE pays the 20% put in two tranches would require a cash outflow of $135MM in FYE 2013 and a $148MM in FYE 2014 Buy-up would increase SPE’s share of distributable cash by $25MM in FYE12, increasing to $77MM in FYE14 under GSN’s estimated dividend policy Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet (3)