1. GSN Investment Committee Presentation March 4, 2011 DRAFT

2. page 1 Executive Summary GSN operates a multiplatform U.S. cable network focusing on game show content and a digital business that includes skill-based games, casual games and an online ad network SPE owns 35% of GSN and shares management control 50/50 with DIRECTV (65% owner) SPE seeks approval for the following transaction; long-form documentation still under negotiation with DIRECTV –Acquire an additional 5% of GSN for $60MM (net cash impact of $(9)MM) –Acquire management control of GSN –Grant DIRECTV a put on an additional 20% of GSN Acquiring management control of GSN would create strategic and financial value for SPE –Strengthens SPE’s presence in U.S. cable networks, a key profit driver for media companies –Enables SPE and GSN to further exploit and mutually benefit from SPE’s light entertainment assets –Updated programming strategy and build-up of social gaming assets positions GSN for strong future growth –Acquiring management control of GSN allows SPE to consolidate, and is expected to increase EBIT (by up to $38MM per year by FYE14) and cash in future years –SPE would recognize a step-up gain at close of approximately $265-300MM SPE believes now is the right time to capitalize on DIRECTV’s willingness to cede management control and expand on SPE’s growing base of U.S. cable assets –SPE’s strategy to build scale in U.S. cable networks is gaining momentum (3net, Sony Movie Channel, FEARnet) –SPE could eventually manage these channels under a common infrastructure –DIRECTV has demonstrated it is open to ceding management control of GSN to SPE; this would resolve the challenges of the 50/50 governance structure which SPE was unable to resolve with its prior partner, Liberty Media

3. DRAFT page 2 GSN Overview U.S. cable network with a primary programming focus on game show content Distributed to approximately 66 million homes (1) Demographics: target audience aged 25-54, female-skewing Revenues driven by a mix of affiliate fees and television/online advertising Programming strategy focused on −Producing flagship originals (The Newlywed Game, Baggage, 1 vs. 100) −Acquiring highly rated off-network series −Licensing content from SPT library, 2waytraffic, and Embassy Row Skill-based games Online casual skill-based cash competitions 30MM players worldwide (3) Over 35 games including popular titles such as JEOPARDY! and Wheel of Fortune Casual games Ad-supported games on GSN.com 50+ casual games on Facebook –Utilizes virtual goods currency model –2MM+ active members (3) Advertising network Ad sales network for online games offering premium ad solutions and a performance based inventory system TelevisionDigital (1)Per GSN estimate of CY10 subscribers (2)Unaudited (3)Per GSN management estimates CY2010 (2), Values in $MM TV Digital Total Revenue$166$66$233 % of Total 71% 29%

4. DRAFT Target Demographic Online Presence Programming Management Partner Revenues / Profits (1) page 3 GSN Past vs. Present CY10 Revenue $233MM CY10 EBIT $71MM PAST PRESENT CY07 Revenue $126MM CY07 EBIT $15MM DIRECTV 65% owner –Willing seller –Believes 50/50 governance is not ideal Liberty Media 50% owner –Not a willing seller –Comfortable with 50/50 governance New management team with strong track record Financial growth and implementation of strategic initiatives Concerns with management team Difficulty reaching consensus with Liberty on installing new management team Producing compelling originals/reformats (Baggage, 1 vs. 100) Acquiring highly rated off-network series Licensing content from SPT library, 2waytraffic, and Embassy Row Heavy reliance on licensing older game show library product Original programming less compelling or appealed to a demographic not core to GSN Robust strategy featuring: –Skill-based cash competitions –Casual games on Facebook and ad- supported games on GSN.com –Advertising network Limited online game options on GSN.com Embracing older female demographic –Attracts advertisers –Aligns with heavy online gaming users Management attempting to shift core demographic to young men, rather than focusing on older females (1) Based on unaudited actuals

5. DRAFT page 4 GSN Financial History and Forecast Since 2007 the business has grown significantly and is now highly profitable Values in $MM 44% CAGR 18% CAGR NOTES: 2005 – 2007 and 2010 figures are unaudited actuals; 2008 – 2009 figures are audited actuals; 2011 figures are GSN budget; 2012 – 2013 figures are management forecasts The figures include the contribution from FUN Technologies acquired by GSN in April 2009, as well as Shizmoo and Mesmo acquired in April 2010 Calendar Year Figures represent 100% of GSN’s Revenue and EBIT

6. DRAFT page 5 Key GSN Growth Drivers Advertising Affiliate Revenues Focus Demographic Diversification into Online Games and Ad Sales Strong performance in television advertising, partly due to increase in viewership −Ad revenues held fairly stable through economic recession −Management forecasting significant further growth through CY13 Modest growth in affiliate revenue with CPI increases year-to-year and stable carriage commitments −Potential to increase penetration with existing affiliates, which could result in up to 10MM additional homes Refocused programming strategy on core female 25-54 demographic with increased investment in original programming and top tier licensed content Acquisition of casual games business positions GSN to capture significant growth in virtual goods social gaming Purchase of CPM Star enables GSN to offer the full suite of digital monetization opportunities from cash games to performance-based ad sales

7. DRAFT page 6 Strategic Benefits to SPE Management control of GSN would give SPE –The majority of Board seats –Controls over the budget –The ability to hire/fire key management Gaining management control of GSN increases SPE’s presence in U.S. cable networks –Adds increased scale to SPE’s portfolio of U.S. cable networks, which now includes minority stakes in GSN, FEARnet and 3net, and 100% of the Sony Movie Channel –GSN would become the cornerstone in a bouquet of channels that could eventually be managed under a common infrastructure In addition to traditional network assets, GSN brings strength in skill-based online games that utilize GSN’s game show brands and SPE’s brands such as Wheel of Fortune and Jeopardy! –Attracts new demos to SPE’s television game shows Builds on GSN’s and SPE’s current operating relationship to further benefit from SPE’s light entertainment assets –GSN could be a launching pad for new SPE game show formats –GSN would continue to license completed game show episodes from SPE’s library (Wheel of Fortune, Jeopardy!) and commission new versions of library formats (The Newlywed Game)

8. DRAFT page 7 Historical Context and Rationale for Buying-up Historically, SPE and Liberty each owned 50% of GSN and maintained 50/50 governance While GSN has remained an attractive asset, the 50/50 governance structure has inherent challenges that SPE has been attempting to resolve for several years –Prohibits either party from consolidating –Contributed to stalemates that delayed the agreement to hire new management in 2008 Liberty needed GSN as a strategic asset and showed no willingness to sell its stake In April 2009 SPE sold 15% of GSN to Liberty and instituted a buy/sell mechanism while leaving 50/50 governance in place Liberty eventually spun out DIRECTV including Liberty’s interest in GSN (which is now held by DIRECTV) Recently, SPE has expanded its U.S. network presence to include interests in three channels, in addition to GSN GSN has continued to increase its profitability Today, DIRECTV has indicated that it is willing to sell all or a portion of its stake in GSN to SPE, as well as cede management control

9. DRAFT page 8 Summary of Proposed Deal Structure For $60MM ($(9)MM net cash impact), SPE would acquire an additional 5% of GSN at a valuation of $1.2BN (bringing SPE’s ownership to 40%) and acquire management control of GSN DIRECTV can trigger the put of an additional 20% of GSN to SPE at an equity valuation of 13x prior calendar year OIBDA (EBITDA before executive compensation and earn-outs), capped at $1.6BN –Trigger window is being negotiated; trigger window will begin no earlier than April 2012 (FYE13); DIRECTV seeks two additional trigger windows in CY13 and CY14, which may be required to close the deal –Once the put is triggered, certain competition filings and clearances may be required in the U.S. and other jurisdictions, as well as other consents prior to closing –SPE would have the flexibility to pay half of the put price in the year it is triggered and half a year later, with a 10% return to DIRECTV on the second half of the payment only –Selection of payment option would need to be made on or after July 1 st in the year the put is triggered A buy / sell provision will apply to DIRECTV’s 40% and SPE’s 60% interest in GSN but cannot be triggered until April 2015 (FYE16); triggering party would propose a price at which it is willing to either buy or sell (1)Percentage ownership equals percentage of any dividends and any distribution on dissolution / sale of GSN (2)Assumes put is triggered in April 2012, with the valuation based on CY11 OIBDA of $103MM; GSN’s value for purposes of put would be $1.342BN

10. DRAFT GSN Valuation Summary page 9 NOTES: CY2010 Adj. EBITDA = $84.304MM CY2011 Adj. EBITDA = $98.204MM Houlihan Lokey Enterprise Value equals Equity Value less cash of $51MM, plus $0 debt, plus a $40MM valuation adjustment to account for LTIC in excess of normalized levels (which excess was excluded from HL’s comparables and DCF analysis) 5% transaction Equity Value adjusted to Enterprise Value by subtracting $51MM of cash and adding $0 debt 20% put Equity Value adjusted to Enterprise Value by subtracting $57MM of cash and adding $0 debt (1)Calculated from DCF analysis, adjusted EBITDA multiples and transaction multiples (2)Assumes DIRECTV triggers the put in April 2012 Initial 5% purchase based on an Equity Value of $1.2BN with an implied Enterprise Value / CY10 Adj. EBITDA multiple of 13.6X 20% put would imply an Equity Valuation of $1.342BN and implied Enterprise Value / CY2011 Adj. EBITDA multiple is 13.1X (2) Deal Comparison (1)

11. DRAFT page 10 The valuation for purposes of the gain would be based on either: –The value implied by the price paid or –A third-party’s estimate of fair value, in this case $1.0BN - $1.1BN (including a restricted marketability discount of 10%) At closing, SPE would realize an estimated step-up gain of $265MM - $300MM on the 35% of GSN currently owned Gain subject to PwC’s further review of long-form documentation and Houlihan Lokey valuation Financial Impact: Estimate of Step-Up Gain (1) HL’s preliminary valuation analysis includes a restricted marketability discount of 10% Values in $MM

12. DRAFT page 11 Financial Impact: Estimate of Increased EBIT Acquiring management control would allow SPE to consolidate GSN and is expected to increase SPE’s EBIT by $10MM-$40MM per year once initial purchase price amortization (PPA) levels taper off in FYE13 (1) The valuation of intangible assets and related amortization will be undertaken by a valuation expert. The amounts presented are management's estimates and final amounts may vary by more than 10%.

13. DRAFT page 12 Financial Impact: Estimate of Cash Impact IRR (1) Pay put in one payment: –Pre-tax IRR of 18% –Post-tax IRR of 13% Pay put in two tranches: –Pre-tax IRR of 20% –Post-tax IRR of 15% Payback Period (1) If 20% put is not triggered, deal has an expected payback of less than 2 years If 20% put is triggered, deal has an expected payback of 10 years Impact on cash if DIRECTV triggers put in April 2012 (1) Exit valuation based on Houlihan Lokey report; assumes 20% put is triggered by DIRECTV in April 2012

14. DRAFT page 13 Financial Impact: Potential Put Dates and Payment Plans Notes: (1)IRR calculation assumes exit value occurs at later of 12/31/2013 (the Houlihan Lokey terminal value date) or date of the final put payment Payback on put specifically in all scenarios is approximately 8 - 10 years, which is in addition to just under 2 year payback on the initial 5% purchase April 2012 put based on 13x CY2011 OIBDA of $103MM = $1.342BN valuation (SPE 20% put payment = $268MM) April 2013 put based on 13x CY2012 OIBDA of $122MM = $1.581BN valuation (SPE 20% put payment = $316MM) April 2014 put based on 13x CY2013 OIBDA of $146MM = $1.891BN but capped at $1.6BN (SPE 20% put payment = $320MM)

15. DRAFT page 14 Risks and Mitigation Carriage Deals GSN will need to retain its carriage deals with distributors to achieve its forecast; this includes its carriage deal with DIRECTV which lapsed in February 2011 and is being renegotiated This may be more difficult for GSN vs. channels owned by media conglomerates with larger network portfolios GSN expects to extend its DIRECTV carriage agreement prior to closing under current terms for multiple years GSN will benefit from SPE’s and DIRECTV’s relationships with other distributors Skill-based Games A portion of GSN’s growth is driven by online casual skill- based game tournaments for a fee, which are subject to gaming regulations “Skill-based” determination is done on a game-by-game basis, is factually intensive and can vary by jurisdiction If gaming regulations become more restrictive, GSN’s revenues in this area could decrease To comply with gaming regulations, among other things, FUN (GSN’s skill-based online gaming division): Does not offer fee-based tournament games in certain prohibited U.S. states and foreign jurisdictions Employs filtering technology to exclude players from prohibited jurisdictions Designs its games with outside counsel review Risks Mitigation Impairment Transaction will create Amortizable Intangibles of $450- 550MM that would require a write-down if GSN: (1) had a material downward trend in its financials or (2) diverged from its core business or (3) changed its name Transaction will create Goodwill of $450-550MM that would require a write-down if GSN is sold for a loss or there is underperformance GSN has a history of steady performance, is on a solid growth path and SPE is unlikely to change GSN’s name Per current estimates, by 3 years post acquisition about 40% of the Amortizable Intangibles would be amortized which significantly reduces the potential long-term impact SPE does not expect to sell the asset in a loss position Under U.S. GAAP, the goodwill test addresses the value of the broader portfolio of television network assets which could decline significantly without a goodwill impairment

16. page 15 Next Steps Accounting –Finalize step-up gain with PwC –Preview value of intangible assets with PwC Deal documentation –Complete negotiation of Operating Agreement to revise governance –Complete negotiation of Liquidity Agreement to address the put and buy/sell –Complete negotiation of Membership Interest Purchase Agreement for purchase/sale of 5% of GSN –Extend DIRECTV carriage agreement Review with Group Executive Committee on March 9, 2011 and seek approvals to: –Acquire an additional 5% of GSN for $60MM –Acquire management control of GSN –Grant DIRECTV a put on an additional 20% of GSN –Delegate selection of put payment method to Sony CFO Deal close DRAFT

17. page 16 Appendix DRAFT

18. page 17 GSN Income Statement CY2005A – CY2013F Values in $000s

19. DRAFT page 18 GSN Balance Sheet at December 31, 2010 Values in $000s

20. DRAFT page 19 Summary of GSN Carriage Agreements Source: 2011 GSN Budget presentation Subs in MM

21. DRAFT page 20 Overview of SPE U.S. Cable Channels Description Launch Date Carriage Content One of the first networks offering 24/7 programming dedicated exclusively to 3D content February 2011 Targeted for carriage on all major satellite / cable providers Currently carried on DIRECTV General entertainment content such as natural history, documentary, action/adventure, travel, concerts, movies, etc. Includes original programming shot in native 3D Multiplatform cable network showcasing Hollywood movies commercial free in HD October 2010 Placed on HD tiers Currently carried on Dish, DIRECTV, and AT&T Anticipated carriage on Time Warner, Verizon, and Cox in next 12 months HD content licensed predominantly from SPE library Features popular blockbusters and library movie product Multiplatform cable network, the premier destination for horror, thriller, and suspense movies in HD and SD Linear cable channel launched December 2010 Video-on-Demand / online business founded in 2006 Currently carried on Verizon Expanded rollout across all major carriers anticipated in next 12 months Licensed content predominantly from SPE and Lionsgate Original short and long form series Ownership Joint venture among: Sony (44.93% stake) Discovery (44.93% stake) IMAX (10.14% stake) 100% SPE ownedJoint venture among: SPE (34.5% stake) Lionsgate (34.5% stake) Comcast (31.0% stake) 3net Sony Movie Channel FEARnet

22. DRAFT page 21 GSN Comparable Companies and Transaction Analysis

23. DRAFT page 22 Financial Impact: Cash Flow Based on Single Put Payment (Option A) (1) If SPE pays the entire 20% put at one time would require a $268MM cash outflow in FYE 2013 Buy-up would increase SPE’s share of distributable cash by $26MM in FYE12, increasing to $83MM in FYE14 under GSN’s estimated dividend policy Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet (1) Assumes DIRECTV triggers the put in April 2012 (2) Estimates based on GSN projections (3) FYE11 represents an estimated $51MM of cash on GSN's balance sheet that SPE would consolidate

24. DRAFT page 23 Financial Impact: Cash Flow Based on Split Put Payment (Option B) (1) If SPE pays the 20% put in two tranches would require a cash outflow of $134MM in FYE 2013 and a $147MM in FYE 2014 Buy-up would increase SPE’s share of distributable cash by $26MM in FYE12, increasing to $83MM in FYE14 under GSN’s estimated dividend policy Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet (1) Assumes DIRECTV triggers the put in April 2012 (2) Estimates based on GSN projections (3)FYE11 represents an estimated $51MM of cash on GSN's balance sheet that SPE would consolidate (4)Assumes $134m paid on April 30, 2012 and $134m plus 10% paid one year later ($147m)

25. DRAFT page 24 GSN Valuation Summary Values in $MM Values in $000s (1)Assumes DIRECTV triggers the put in April 2012 (2)Adds back LTIC in excess of $5MM per year (long-term normalized LTIC estimated to be $5MM per year) (3)Enterprise Value equals Equity Value less cash of $51MM, plus $0 debt, plus a $40MM valuation adjustment to account for LTIC in excess of normalized levels (which excess was excluded from HL’s comparables and DCF analysis) (4)Enterprise Value equals Equity Value less cash of $51MM, plus $0 debt (5)Enterprise Value equals Equity Value less cash of $57MM, plus $0 debt (1)