1. Confidential Draft Embassy Row Acquisition Overview April 2008

2. 1 Deal RationaleCurrent SPE RelationshipHistory of Success Embassy Row Overview Recent shows: –Who Wants to be a Millionaire* –Wife Swap* –The Power of 10 on CBS –The 9, online with Yahoo! –Buzz Session with Yahoo! –World Series of Pop Culture on VH1 –Grand Slam on GSN –Chain Reaction on GSN –Boy Meets Grill on Food Network Projects in development: –The Newlywed Game –The Dating Game –Pyramid –Make My Day –The Empire –Red Versus Blue –What Would Martha Do? –Couples Dating Couples –National Bible Championships SPE’s existing deal with Davies runs through Jan. 2, 2009 During this term SPE: –Funds $1.2MM of Embassy Row overhead –Recoups up to $600K in Executive Producer (EP) Fees –Receives all copyright to shows created by ER –Derives profits from its share of format profits ER derives its profits from –EP fees –Mark-up on overhead charged to shows –Ongoing profit participation Embassy Row becomes the cornerstone of a domestic light entertainment business Creates Enterprise Value for SPE Expands the pipeline of formats for 2WayTraffic to distribute Acquisition creates a deeper relationship than the current term deal –Extends the relationship beyond the current term –Acquires ER’s existing profit streams –Aligns Davies’ incentives with our own SPE plans to submit an LOI to acquire ER for up to $75MM in total consideration ($25MM cash up-front + $50MM in earn-outs) Note: * Not included in current deal

3. 2 $25MM cash at close Up to $50MM of additional earn-outs –Value of earn-outs would be calculated in Year 5 as: 7x (Average of Last 3 Years EBITDA) minus ($25MM) Earn-out payments would be made between Year 5 and Year 10 –10% of the earn-out paid to employees end of Year 5 –10% of earn-out paid to employees in Year 6 –80% of earn-out paid to Davies over Years 6-10 if a) he remains employed by SPT and b) ER meets minimum EBITDA targets –Earn-out payments can be accelerated if Davies exceeds EBITDA goals Current Deal Structure Max Total Consideration: $75MM PV (1) of Max Total Consideration: $41MM (1) - $48MM (2) Note: (1) PV of up-front payment and maximum earn-outs fully vested in Years 6-10 at 16.5% discount rate (2) PV of up-front payment and maximum earn-outs fully vested in Year 5 at 16.5% discount rate

4. 3 The portion of the “Earn-out Value” not paid to employees will be paid as follows: “Year 5 Acceleration” –If the Earn-out Value is $50MM; All or a portion of the earn-out will be eligible for payment in year 5 For every $1 by which cumulative Year 1-5 EBITDA exceeds $40MM; $0.40 of the earn-out will be paid in year 5 “Vesting Payments” –Any portion of the earn-out not paid in year 5 or set aside for the employee pool, will be payable 20% per year over the next 5 years (years 6, 7, 8, 9, 10) if: ER EBITDA in any given year meets or exceeds a threshold  Threshold EBITDA will equal the lesser of 80% of the year 3-5 average or $10.7MM  Earnings are “crossed” for purposes of vesting (i.e., earnings shortfall in early years can be made-up in future years) And Davies remains employed by SPT in that year “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 ER EBITDA exceeds 125% of the Year 3-5 average; Davies will accelerate $0.40 of the total vesting payments –Any acceleration will decrease future year payments ratably The “Earn-out Value”

5. 4 EBIT Impact* High Case ($3.0) $3.7 $7.9 $11.3 $13.4 Davies Case ($1.0) ($1.6) $2.5 $4.8 $7.0 Base Case ($3.0) ($3.0) ($0.7) $1.5 $2.4 Low Case ($3.6) ($4.7) ($5.6) ($3.6) ($2.8) Note: * Excludes profits in Power of 10 already owned by SPT as a result of our existing term deal

6. 5 Cumulative 10 Yr. EBITDACumulative 10 Yr. EBIT*NPV Economic Impact Notes: In all cases, assumes EBITDA is flat in years 6-10 for purposes of calculating any earn-out acceleration. * EBIT after Earn-out

7. 6 Preliminary Deal Timing April 9 Resolve final, high-level deal points with Davies & his advisors April 11Brief NY (and potentially Tokyo), prior to LOI distribution April 14Send LOI April 18 Complete LOI negotiations, execute; 3 month exclusivity commences Mid June Substantive diligence complete; contract near-completion; GEC approval End JuneClose July 18Exclusivity ends

8. 7 – Appendix –

9. 8 Key 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

10. 9 Low Case – Economic Impact NPV Incremental EBITDA: $3.2 EBIT: ($11.0) Terminal Value (1) : $3.7 Total Consideration: ($25.0) Net Present Value (2) : ($18.1) Nominal EBITDA: $9.4 EBIT: ($12.5) Terminal Value: $17.2 Total Consideration: ($25.0) Consideration / EBITDA: 2.7x Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

11. 10 Base Case – Economic Impact NPV Incremental EBITDA: $21.0 EBIT: $6.9 Value of Exit (1) : $16.1 Total Consideration: ($25.0) Net Present Value (2) : $12.2 Nominal EBITDA: $52.8 EBIT: $30.9 Terminal Value: $74.2 Total Consideration: ($25.0) Consideration / EBITDA: 47% Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

12. 11 Davies Case – Economic Impact NPV Incremental EBITDA: $56.6 EBIT: $24.4 Value of Exit (1) : $41.4 Total Consideration: ($40.8) Net Present Value (2) : $57.2 Nominal EBITDA: $139.2 EBIT: $75.1 Terminal Value: $190.6 Total Consideration: ($73.3) Consideration / EBITDA: 53% Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

13. 12 High Case – Economic Impact NPV Incremental EBITDA: $81.5 EBIT: $47.8 Value of Exit (1) : $58.5 Total Consideration: ($42.0) Net Present Value (2) : $98.1 Nominal EBITDA: $200.0 EBIT: $134.4 Terminal Value: $269.6 Total Consideration: ($75.0) Consideration / EBITDA: 37% Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

14. 13 NPV Incremental EBITDA: $55.5 EBIT: $18.9 Value of Exit (1) : $36.8 Total Consideration: ($41.8) Net Present Value (2) : $50.6 Nominal EBITDA: $134.9 EBIT: $69.3 Terminal Value: $169.7 Total Consideration: ($75.0) Consideration / EBITDA: 56% Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18 Special Case 1 – “Year 5 Spike” Early performance is above vesting threshold and requires SPT to accelerate amortization

15. 14 NPV Incremental EBITDA: $44.2 EBIT: $11.6 Value of Exit (1) : $0.0 Total Consideration: ($36.7) Net Present Value (2) : $7.5 Nominal EBITDA: $94.1 EBIT: $32.9 Terminal Value: $0.0 Total Consideration: ($57.6) Consideration / EBITDA: 61% Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18 Special Case 2 – “Accelerates Vesting, but Later Generates Losses” Cumulative earnings in years 6-10 would not normally entitle vesting, but cross-collateralizing and accelerating allows him to get paid a piece