0 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 (ACP) 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

1 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 6 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 equally 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

2 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 breached 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