Confidential Draft

1. DRAFT AS OF: 11.27.07 Embassy Row: Deal Structure November 2007 Confidential Draft

2. Executive Summary • We have analyzed alternative deal structures to meet the following goals • Smooth EBIT impact of earn-outs • Tie Michael Davies’ incentives to profitability • Retain Michael Davies as long as possible • Cap total earn-out exposure • Avoid paying Davies on EBITDA if we would be EBIT negative after amortization and earn-out expense • Two primary structures were analyzed • Up-front payment plus defined earn-outs tied to EBITDA ranges • Acquire 80% of the company; structure put/call on 20% • We believe an up-front payment with defined earn-outs is the more attractive structure and recommend submitting an LOI on this basis

3. Structuring Considerations Earn-outs Tied to EBITDA Ranges Acquire 80%; Put/Call on 20% • $20.0MM up-front payment • Up to $14.5MM in earn-outs tied to EBITDA on ER shows (Power of 10 and new 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 • $16.0MM up-front payment for 80% of ER • 20% minority interest in ER’s normal share of earnings (EP Fees, modified profit participation) • Annual cash payments capped at $1.5MM • Put/call on remaining 20% in year 5 • Based on 7x 20% of ER’s normal share of earnings • Capped at $18MM • Subject to Davies remaining with SPE until that time • 5 year contract and an additional 2 year non-compete Structure • Initial consideration largely attributed to buy-out of Power of 10 Participation, future shows, and contract/non-compete; amortized over 5 years • Earn-outs expensed • Initial consideration largely attributed to buy-out of Power of 10 Participation, future shows, and contract/non-compete; amortized over 5 years • When the additional 20% is purchased, this results in a new amortizable asset that could create up to $5MM of amortization in years 6 and beyond • Minority interest is before EBIT for ASPIRE calculations Accounting Considerations

4. Structuring Considerations Earn-outs Tied to EBITDA Ranges Acquire 80%; Put/Call on 20% • Simpler to account for, administer, and negotiate • Provides consistent incentives for Davies beginning in early years of deal life • Decreases initial consideration • Minimizes near-term EBIT impact Pros • Greater initial consideration • Although profitable, EBIT would be lower in early years than under the “80/20” deal structure • Only economically attractive under a limited set of parameters that may not be feasible to negotiate • Requires put/call to be tied to a subset of ER-related profits • Preferable for Davies’ 20% retained interest to be tied to a subset of earnings • More complex to account for, negotiate, and administer • Will result in amortization in later years (year 6 and beyond) • Provides limited incentive in early years of deal Cons

5. Comparable M&A Multiples: TV Production • Estimated consideration • Median of upfront and earn-out inclusive multiple • Includes maximum earn-out • Source: Offer Memorandum, LTM multiples to June 2007, Forecasts from ING research, 3 August 2007

6. Impact of Earn-outs Tied to EBITDA Ranges P & L Cash Payments / NPV of Consideration Low Case Mid Case High Case

7. Impact of Acquiring 80% with a Put/Call on 20% (7x Incremental Contribution) P & L Cash Flow / NPV of Consideration Low Case Mid Case High Case FY14 – 18 could include ~$3-5MM of amortization for the buyout of the additional 20%

8. Impact of Acquiring 80% with a Put/Call on 20% (7x EBITDA) P & L Cash Flow / NPV of Consideration Low Case Mid Case High Case FY14 – 18 could include ~$3-5MM of amortization for the buyout of the additional 20%

9. ER Calendar Year Projections (Per Michael Davies)

10. Earn-out Target Estimates (1) Based on Davies’ CY08-11 estimates with CY12-13 growth at 15%. (2) Based on SPT estimates