Attorney Client Privileged and Confidential Starz Deal Overview Considerations for On-Demand Offerings January 21, 2009

1 Starz Deal Overview – Impact on SPE On-Demand Offerings PPV/VOD can occur at any time prior to or during the Starz window, however, the Starz window is triggered 3.5 months afterwards –Must be at an average wholesale price of at least $3.50 during the first part of Starz’ first pay window, $3.08 during the second part of Starz’ first pay window, and $1.53 during the second Starz pay window –Viewing period can be up to 72 hours –Same rules apply on cable and internet platforms (but no PPV/VOD can occur on cable/satellite/IPTV during Starz pay windows -- except for last three months of each pay window) –Some early VOD exhibitions may qualify as "home theater" and would be subject to home theater terms Linear ad-supported strictly prohibited on all platforms until end of Starz windows –On-demand ad supported (FOD), prohibited prior to and during Starz window with exception of 2 titles per year bundled with Sony hardware, subject to the following restrictions:  Each of the 2 exception pictures can only be exhibited up to a maximum of 2 months (although Exhibition of the 2 exception pictures can begin at any time)  Must be bundled with the purchase of a Sony product or service retailing for $100 or more per transaction Pictures can be physically bundled on a widely used home entertainment format (e.g., on a Blu-ray disc) with Sony product/service retailing for more than $100/transaction up to 30 days prior to home video street date without triggering tolling period for Starz window (this is a distinct carve-out from the FOD bundle previously described)

2 Starz Deal Overview – Impact on SPE On-Demand Offerings (Cont’d) Pictures can be physically bundled on “limited video home release,” meaning on a format that is not widely adopted (that may include bundled on a PSN hard drive) EST can be offered any time; counts as DVD and triggers Starz window 4.5 months later –Must be at a wholesale price of not less than $6.95 (during pay 1) and $3.48 (during pay 2) –Pricing policy negotiated due to unusual nature of a pay provider allowing EST during pay windows Pictures can be exhibited by means of "home theater" as early as 4 weeks prior to initial theatrical release (at price ≥ 300% of Avg. Theatrical admissions) or for a 60-day window starting 4 weeks after initial theatrical release through home video street date (at price ≥ 200% of Avg. Theatrical admissions). –Aside from the foregoing restrictions, "home theater" must otherwise comply with PPV/VOD terms (max 72 hr. viewing period, per-viewing fee charged to the consumer) No subscription-based in-store download (e.g., Kiosks) prior to the end of first Starz pay window. No subscription pay of any form until after the end of the second Starz window, except that between Starz pay windows SPE may exhibit up to 6 pictures (less than $50M DBO per picture) on an SPE-owned mobile subscription service for up to two months per picture. Each such picture can only be exhibited up to 2 months per year

3 Possible BIVL Offerings Using Our Films FOD exhibition Bundled with Sony Product: When is this available to BIVL? Prior to the Starz window What exhibition rights does it cover? A free on-demand exhibition of any picture can be bundled with purchase of a Sony device that retails for ≥$100 Any other limitations? Picture can be exhibited to consumers that purchased the bundle (but not to BIVL installed base). Exhibition window limited to maximum of 2 months for each picture Home Theater: When is this available to BIVL? Can be offered 4 weeks on either side of the theatrical release (at price ≥ 300% of Avg. Theatrical Admissions) or for 60 day window starting 4 weeks after theatrical through home video date (at price ≥ 200% of Avg. Theatrical Admissions) What exhibition rights does it cover? Must be offered as a PPV/VOD product (transaction charge for viewing, 72hr max viewing period) Any other limitations? Any Home Theater offering would be subject to other considerations (e.g., theatrical exhibitor relations) PPV/VOD: If operating as a service with PPV/VOD functionality, BIVL could exercise PPV/VOD rights on SPE Pictures When is this available to BIVL? In the standard PPV/VOD window (currently days after theatrical release) What exhibition rights does it cover? Transactional PPV (exhibitions starting at intervals selected by BIVL) and VOD (exhibitions starting at time selected by consumer) Any other limitations? PPV/VOD parameters are: –72-hour viewing period –Per-transaction charge made to the consumer (subject to deemed minimum retail prices) for each viewing SVOD: BIVL could also be able to take advantage of an MFN that gives an SPE affiliate access to the Starz Play SVOD service delivered over the Internet. The exhibition window would be the same as Starz' pay window and, if BIVL ended up availing itself of the MFN, SEL would need to obtain the distribution rights directly from Starz

4 Timeline of Current and Proposed Windows* Theatrical Release Home Video PPV / VOD (Standard or Day & Date) 10 months from theatrical (was 12 months) 3.5 months from VOD (was 8 months; not necessary with home theater carve-out) 4.5 months from Home Video (was 6 months) 3.5 months from PPV (was 6 months) Home Theater / Early Window Pay 1 Triggers Pay 1 Window: No Black; 16 mos. current, 18 mos. in extension (was 15 plus black) No Pay 1 trigger * Special rules apply to Thanksgiving, Chanukah and Christmas themed pictures.