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

2. 1 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. 2 Structuring Considerations Earn-outs Tied to EBITDA RangesAcquire 80%; Put/Call on 20% Accounting Considerations Structure $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 $X MM Put/call on remaining 20% in year 5 –Based on 7x 20% of ER’s normal share of earnings –Capped at $XMM –Subject to Davies remaining with SPE until that time 5 year contract and an additional 2 year non- compete 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

4. 3 Structuring Considerations Earn-outs Tied to EBITDA RangesAcquire 80%; Put/Call on 20% Pros 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 Cons 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

5. 4 DateTargetAcquiror Transaction Value (m) (100%) Transaction Value / Last FY Sales Last FY EBITDA Last FY EBIT Sep-07 Metronome Film & Television Schibsted ASA£31.40.4xna18.8x Sep-07 Twenty Twenty Productions Shed Media£18.01.9x8.6xna Aug-07Sparrowhawk MediaNBC Universal£175.01.8xna Aug-07Objective ProductionsAll3Media£50.0 1 2.2xna Jul-07Marathon GroupDe Agostini€250.03.6xna Jul-07Prospect PicturesDCD Media£7.10.9xna3.9x Jul-07September HoldingsDCD Media£9.11.2xna12.9x Jul-07West Park PicturesDCD Media£3.02.7xnanm May-07EndemolInvestor group incl. John de Mol€3,396.83.0x19.2x21.2x Jan-07Princess ProductionsShine£20.0na8.5x8.6x Jan-07Endemol FranceEndemol NV€450.02.6xna Dec-06WWTBAM & Cellador2waytraffic£111.5 2 3.8x7.3xna Dec-06KudosShine£35.0na11.0x11.3x Aug-06All3MediaSecondary buy-out (Permira)£320.01.4x11.5x12.3x May-06Tiger Aspect HoldingsIMG Media£27.0 2 0.4x12.1x15.1x Apr-06 Darlow Smithson Productions IMG Media£20.0 2 1.0xna Apr-06Odeon FilmGFP Vermögensverwaltungs£15.6 3 0.4x4.3x4.5x Mar-06HurricaneSpützna Dec-05IWCRDF£14.0 2 0.8x17.5x19.5x Nov-05RicochetShed£30.0 2 2.0xna14.1x Oct-05TV CorpTinopolis£27.70.6x21.2xna Aug-05Touchpaper TelevisionRDF£4.20.9x11.9xna Median 1.4x11.5x12.9x Average 1.7x12.1x12.9x (1)Estimated consideration (2)Median of upfront and earn-out inclusive multiple (3)Includes maximum earn-out (4)Source: Offer Memorandum, LTM multiples to June 2007, Forecasts from ING research, 3 August 2007 Comparable M&A Multiples: TV Production Median Multiple ER Figures (MM) Implied Value (MM) Sales1.4x$28.6$40.0 EBITDA11.5x$3.4$39.1 EBIT12.9x$3.4$43.9 Average Implied Value (MM) $41.0 PV of Cash Paid to Daveis (assuming high-case payout) (MM) Earn-outs:$X 80/20: $X

6. 5 Impact of Earn-outs Tied to EBITDA Ranges P & LCash Flow / Valuation Mid Case Low Case High Case

7. 6 Impact of Acquiring 80% with a Put/Call on 20% P & LCash Flow / Valuation Mid Case Low Case High Case FY14 – 18 could include ~$4-5MM of amortization for the buyout of the additional 20%

8. 7 Appendix

9. 8 Earn-out Target Estimates (1) Based on Davies’ CY08-11 estimates with CY12-13 growth at 15%. (2) Based on SPT estimates

10. 9 ER Calendar Year Projections (Per Michael Davies)