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

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 our 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 earn-outs tied to EBITDA ranges –Acquire 80% of the company; structure put/call on 20% We believe acquiring 80% of the company and structuring a put/call is the more attractive structure and recommend submitting an LOI on this basis

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 $15.0MM up-front payment for 80% of business 20% minority interest capped at $2.5MM per year Put/call remaining 20% in year 5 based on: –7x 20% of EBITDA (excluding Power of 10) –Capped at $18.0MM –Subject to Davies remaining with SPE until that time 5 year contract and an additional 2 year non-compete Initial consideration largely attributed to contract/non- compete and expensed over 5 years Earn-outs expensed Initial consideration largely attributed to contract/non- compete and expensed 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 Pros Smooth earnings Provides consistent annual incentives Lower initial consideration Minimizes near-term EBIT impact Cons Higher initial consideration Lower EBIT in early years More complex structure and accounting Could add amortization in late years

3 DateTargetAcquiror Transaction Value (m) (100%) Transaction Value / Last FY Sales Last FY EBITDA Last FY EBIT Sep-07 Metronome Film & Television Schibsted ASA£ xna18.8x Sep-07 Twenty Twenty Productions Shed Media£ x8.6xna Aug-07Sparrowhawk MediaNBC Universal£ xna Aug-07Objective ProductionsAll3Media£ xna Jul-07Marathon GroupDe Agostini€ xna 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, x19.2x21.2x Jan-07Princess ProductionsShine£20.0na8.5x8.6x Jan-07Endemol FranceEndemol NV€ xna Dec-06WWTBAM & Cellador2waytraffic£ x7.3xna Dec-06KudosShine£35.0na11.0x11.3x Aug-06All3MediaSecondary buy-out (Permira)£ x11.5x12.3x May-06Tiger Aspect HoldingsIMG Media£ x12.1x15.1x Apr-06 Darlow Smithson Productions IMG Media£ xna Apr-06Odeon FilmGFP Vermögensverwaltungs£ x4.3x4.5x Mar-06HurricaneSpützna Dec-05IWCRDF£ x17.5x19.5x Nov-05RicochetShed£ xna14.1x Oct-05TV CorpTinopolis£ x21.2xna 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 Proposed Structure (assuming high-case payout) (MM) $25.8

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

5 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%

6 Appendix

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