Briefing DeckApril 2008

– Confidential –

MARK BURNETT PRODUCTIONS

2– Confidential –

EXECUTIVE SUMMARY

• SPE is committed to building a leading light-entertainment business

– Acquisition of 2waytraffic provides strong international distribution

– Potential acquisition of Embassy Row expands the pipeline of formats

• Mark Burnett Productions (MBP) would bring critical mass to this business

– Brings creative strength based on a proven track record of developing hit shows

– Provides library value through its ownership stake in most shows (including Survivor and Apprentice)

– Generating roughly $60MM in EBITDA today

• We recommend submitting a non-binding LOI to acquire 50% of MBP at 10x 2008 EBITDA (roughly $580MM total value; $260MM to SPE)

– MB seeking to sell 50%; structure ensures he has an ongoing incentive to perform

– Until further diligence is completed, propose 10x 2008 committed earnings at close plus “true-up” to 10x actual EBITDA at end of 2008

– Include an option to buy-out the remaining 50% at the lesser of an agreed multiple are market rate

3– Confidential –

MBP HAS A PROVEN TRACK-RECORD OF PRODUCING HIT SHOWS

• Mark Burnett is one of the most successful creators and producer of unscripted programming

– 14 network series comprising 696 hours of programming aired-to-date

– Franchise shows include The Apprentice, Survivor, and The Contender

– 53 executive-produced TV seasons / cycles

• Strong historical performance with attractive economics

– Generated $448MM of net revenue and $273MM of EBITDA over last 5 years

– License fees generally exceed production costs

– Upside from product placement/sponsorships, EP fees, and int’l license fees

• Healthy slate of existing shows and pipeline of new projects

– 7 series on-air in 2007/2008 season

– Expanding internationally and diversifying programming types (game shows, internet, etc)

– $40MM in EBITDA commitments for 2008

Are You Smarter…., $17

The Contender, $12

Other Shows, $17

Rock Star, $36

Survivor, $78

The Apprentice, $114

2003-2007 EBITDA by Show

$281MM of Cume EBITDA*

* Does not reflect non-show allocable EBITDA of ($8MM)

[Call out that he owns formats and pioneered the sponsorship model]

4– Confidential –

MBP IS AN EXCELLINT FIT WITH SPE’S RELALITY BUSINESS

• SPT has a limited presence in reality programming and is dedicated to building-out our business

– Broadens our production portfolio into a financially attractive genre

– Minimal overlap with our existing game shows (including potential Embassy Row acquisition)

• Provides rare opportunity to reach scale immediately

– Most other scale players are unavailable or too expensive (e.g., Endemol, Fremantle)

• 50% ownership structure keeps MB incented and reduces the cost of entry for SPT

• 2waytraffic increases capability to monetize MBP formats internationally

• MBP improves our ability to execute on formats licensed from international territories

• As an independent TV producer, SPT would provide MBP greater distribution options and flexibility than a network partner

• MBP would be the cornerstone of our light-entertainment business

• Similar business models would ensure that SPT focus on maximizing the value of properties rather than feeding a distribution pipeline (e.g., sister broadcast network)

• TV and digital are integrated within one division, making it easier for MBP to produce and distribute across multiple platforms

Strategic Fit w/ SPE Value to MBP

[Please re-work this page:

Fit is: We’re building a business, we have international distribution but need

More shows to fill the pipeline

Davies traditional, primary emphasis is on games (Pof10, Millionaire, Empire) with some demonstrated potential in Reality (Wife Swap)

MBP is great in Reality (Survivor, Apprentice) with some demonstrated potential in Games (Are you Smarter). Together, they fill the pipeline]

Risk and Mitigation is: A slimmed down version of what you have on your appendix page issues. Plus call out the real issue head-on and take a crack at placeholder response

Risk: Potential internal competition between Davies and Burnett

5– Confidential –

MBP Profitability

$42

$61$64

$82

$51

$17

$0

$20

$40

$60

$80

$100

2003 2004 2005 2006 2007 2008 2009 2010

Actual/ Committed Anticipated - Low Anticipated - Mgmt Anticipated - High

HISTORICAL AND GO-FORWARD EBITDA ($MM)

6– Confidential –

MBP Profitability

$42

$61$64

$82

$51

$17

$0

$20

$40

$60

$80

$100

2003 2004 2005 2006 2007 2008 2009 2010

Actual/ Committed Anticipated - Low Anticipated - Mgmt Anticipated - High

$58$65

$57

$31$26

$42

$57

$55

HISTORICAL AND GO-FORWARD EBITDA ($MM)

3 bars each year with two stacks

08: Low (commited/anticipated); medium (commited/anticipated); high (same)

And so forth

EBIT Impact• On an EBIT basis, business is likely to be break-even or slightly better in the first year (due to initial

amortization associated with committed earnings)• Years 2 and beyond will see increased EBIT contribution as amortization decreases

Accounting for 50% Stake• Line item equity accounting is more likely, SPE would reflect 50% of EBIT after amortization• Consolidation is preferable (100% of Revenues, Costs, and EBIT are reflected on SPE’s books); however

we only receive this treatment if our 50% provides effective controle

7– Confidential –

Bid Structure and Implied Valuation

They’re process; rationale for our bid; call out we want a buy-out option on remaining 50%\

COMBINE WITH ELEMENTS FROM NEXT PAGE

Value Implication Based on their Base Case

Commited

(List Shows)

Say $43

Anticipated

(List Shows)

Say $13

50% x 10x

Cash at Close

At EOY CY08

50% x 10x

215

65

280Total Paid

560Implied Total Value

8– Confidential –

ACQUISITION STRATEGY BASED ON EBITDA MULTIPLE STRUCTURE

• MBP has engaged Bear Stearns to sell 50% interest in company

– Shopping to limited buyer pool (3-4 companies)

– Non-binding LOI likely due next Friday (4/25)

– Preliminary valuation guidance was +$500MM

• Due to timing constraints and limited information on financial forecasts, we recommend a “structured” bid

– Purchase price to be lesser of a multiple on (i) 2007 EBITDA or (ii) average three-year forecasted EBITDA

– Recent comps have been in the range of 8x to 12x EBITDA

• We recommend a 10x multiple, yielding a total estimated purchase price between $500MM and $600MM ($250MM to $300MM to SPE)

– Will include option to purchase second half of company

Multiple Valuation Basis EBITDA $ Purchase Price

10x 2007 EBITDA (Actual) $60.7MM $304MM

10x 2008-2010 Avg. EBITDA – Low Case $40.4MM $202MM

10x 2008-2010 Avg. EBITDA – Mgmt Case $56.3MM $281MM

10x 2008-2010 Avg. EBITDA – High Case $67.9MM $304MM*

* Capped at 10x 2007 EBITDA

9– Confidential –

POTENTIAL DEAL TIMING

Date Action Item / Milestone

April 17 – 22 • SPE Management Review (Mosko, Hendler, Lynton)

April 22 – 23 • Brief SCA (Weisenthal)

April 23 – 24 • Inform Tokyo of pending LOI

April 25 • Submit Non-Binding LOI

May 2 – 23 • Negotiate LOI (3 weeks)

May 27 • 3 Month Exclusivity Begins

June and July • Perform Due Diligence and Negotiate Contract

End of July• Substantive diligence complete; material deal

points agreed

Early August • Brief GEC

Mid August • Brief SJC Board

Mid August • Close and Fund

August 26 • Exclusivity Ends

M T W T F S S

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30

M T W T F S S

1 2 3 45 6 7 8 9 10 1112 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31

M T W T F S S

12 3 4 5 6 7 89 10 11 12 13 14 1516 17 18 19 20 21 2223 24 25 26 27 28 2930

M T W T F S S

1 2 3 4 5 67 8 9 10 11 12 1314 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30 31

M T W T F S S

1 2 34 5 6 7 8 9 1011 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31

J une 2008

J uly 2008

AUGUST

May 2008

April 2008

10– Confidential –

Appendix

11– Confidential –

RISKS AND MITIGATIONS

RISKS MITIGATIONS

• Limited value in library (i.e., short tail once program is outside of broadcast window)

• Diversifying revenue base into other program types (e.g., games) which have higher syndication value

• Reality genre / MBP productions may be past its peak

• May not be able to replenish pipeline

• Lowered cost of entry• Strong levels of commitment for 2008

and 2009

• Significant portion of value may be locked up with Mark Burnett

• Given scale, MBP likely to have right people/mgmt in place (e.g., Aaron Spelling)

• May loose economic leverage once affiliated with major studio

• 50% ownership structure effectively keeps MBP independent

• Limited cost savings / synergies • Not required in model to be profitable; any cost savings / synergies would be realized as upside

12– Confidential –

HISTORICAL REVENUES BY TYPE

Comments

• Generated $448MM in net revenues since 2003

• License Fees average 112% of Production Costs

• Sponsorships represent 25% of net revenue over past 5 years

• Average EBIT margin of 61% (based on net revenues)

• 2007 includes $10MM in “consulting” revenues - TBD

($MM) 2003 2004 2005 2006 2007 Total

License Fees (1)$0 $20 $41 $144 $81 $285

Less: Production Costs $0 ($20) ($38) ($123) ($73) ($254)

Show Savings (2)$0 $0 $3 $20 $8 $31

Exec. Prod, Distribution, Prod. Svcs $17 $29 $33 $26 $38 $143Ratings Bonus $0 $8 $5 $4 $0 $17Product Placement / Sponsorship $0 $14 $62 $32 $4 $111International Dist. $0 $16 $23 $19 $20 $78

K-1 Income (3)$2 $2 $11 $5 $0 $20

Other Revenue (4)$1 $5 $6 $12 $23 $47

Net Total $21 $73 $142 $119 $92 $448Gross Revenue $21 $94 $180 $243 $165 $702

EBITDA $17 $51 $82 $64 $61 $273% EBIT Margin 82% 69% 58% 53% 66% 61%

Notes

(3) Company's share of revenue generated by JV entitites that manage certain shows (Survivor, Contender, On the Lot ), for which Company does not consolidate revenue but records only share of K-1 income

(1) Gross license fees

(4) Excludes ($4MM) and $4MM (i.e., offsetting amounts) in 2005 and 2006, respectively, recorded at JMBP, Inc., relating to 44MM earned in 2005 but held as a reserver at Contender Partners, LLC to provide advance funding for Contender's second season, subsequently paid to JMBP in 2006

(2) License fees less Production Costs

13– Confidential –

HISTORICAL EBITDA RECONCILIATION BY SHOW

($MM) 2003 2004 2005 2006 2007 Total

Show-Allocable Contribution (1),(2)

Survivor $14.7 $16.9 $15.3 $14.4 $16.5 $77.8The Restaurant $0.7 $0.5 $0.0 $0.0 $0.0 $1.2The Apprentice $1.6 $26.8 $47.8 $30.7 $7.1 $114.0The Casino $0.0 $3.8 $0.1 $0.0 ($0.1) $3.8The Contender $0.0 $1.2 $7.8 $0.2 $2.8 $12.0The Rock Star $0.0 $1.4 $11.8 $20.9 $1.6 $35.7Martha $0.0 ($0.1) ($0.1) $1.7 $1.1 $2.6Gold Rush $0.0 $0.0 $0.0 $0.9 $1.9 $2.8Are You Smarter… $0.0 $0.0 $0.0 $0.0 $16.5 $16.5On The Lot $0.0 $0.0 $0.0 ($0.1) $6.0 $5.9Pirate Master $0.0 $0.0 $0.0 $0.0 $8.3 $8.3Amnesia $0.0 $0.0 $0.0 $0.0 $0.8 $0.8

Total Show-Allocable $17.0 $50.5 $82.7 $68.8 $62.4 $281.4

Non Show-Allocable Contribution

Revenues (3)$1.4 $3.4 $3.8 $5.6 $17.3 $31.5

Expeneses (4)($1.2) ($3.5) ($5.7) ($12.7) ($20.9) ($44.0)

Other Non-Operating Revenues $0.0 $0.1 $0.7 $1.8 $1.9 $4.5

Total Non-Show Allocable $0.2 $0.0 ($1.2) ($5.3) ($1.7) ($8.0)

EBITDA $17.2 $50.5 $81.5 $63.5 $60.7 $273.4

Notes

(1) Does not include Eco-Challenge Fiji (last cycle) and Boarding House: North Shore. For the former, funding and physical production happened in 2002, and the only income for 2003 is represented by a show savings of ~$11.8K recorded at a separate entity, Eco-Challenges Lifestyle. The latter was produced by MB and the company received only a reimbursement of $30.6K (as recorded at Eco-Challenges Lifestyle) from WB for post-production services.(2) Contribution represents Net Revenues less COGS, participations, commissions, and development costs.

(3) Excludes ($4MM) and $4MM (i.e., offsetting amounts) in 2005 and 2006, respectively, recorded at JMBP, Inc., relating to 44MM earned in 2005 but held as a reserve at Contender Partners, LLC to provide advance funding for Contender's second season, subsequently paid to JMBP in 2006.(4) Excludes Officer salaries (i.e., Income to MB)

14– Confidential –

FINANCIAL SENSITIVITIES

($MM) 2007 (A) 2008 2009

Currently On-AirSurvivor $16.5 $15.0 $7.5The Apprentice $7.1 $9.3 $7.5The Contender $2.8 $0.7 $0.0The Rock Star $1.6 $0.1 $0.0Martha $1.1 $1.2 $0.0Are You Smarter… $16.5 $10.3 $11.0On The Lot $6.0 $0.4 $0.0Pirate Master $8.3 $1.0 $0.0My Dad… $0.0 $0.4 $0.0Amnesia $0.8 $1.0 $0.0

Total $60.7 $39.4 $26.0

New ProjectsExpedition Series (THC) $0.0 $1.0 $0.0MTV Movie Awards (MTV) $0.0 $0.6 $0.0Paranormal Ghost Pilot (Fox) $0.0 $0.2 $0.0Wedding Pilot (TNT) $0.0 $0.0 $0.0

Total $0.0 $1.8 $0.0

Other ($1.7) $1.2 $0.0

Total Committed / Actual $59.0 $42.4 $26.0

($MM) 2008 2009 2010 Average

Committed EBITDA $42.3 $26.0 $0.00 $22.8

($MM) 2008 2009 2010 Average

Total EBITDALow Case $48.5 $41.6 $31.2 $40.4Mgmt Case $54.8 $57.1 $57.1 $56.3High Case $57.9 $64.9 $81.1 $67.9

+

=

Committed EBITDA by Show Case Build-Up

($MM) 2008 2009 2010 Average

Anticipated EBITDA (1)

Low Case (1)$6.2 $15.6 $31.2 $17.6

Mgmt Case $12.5 $31.1 $57.1 $33.6

High Case (2)$15.6 $38.9 $81.1 $45.2

Notes

(1) Based on shows in development (i.e., no TBD)

(2) 2008-2009 = 50% of Mgmt Case; 2010 is 75% of 2009

(3) 2008-2009 = 125% of Mgmt Case; 2010 is 125% of 2009

15– Confidential –

COMPARABLE TRANSACTIONS

na14.8x3.0x£351ITV12 Yard ProductionsDec-07

18.8xna0.4x£31.4SchibstedMetronome Film & Television Sep-07

na8.6x1.9x£18.0Shed MediaTwenty TwentyProductionsSep-07

nana1.8x£175.0NBC UniversalSparrowhawk MediaAug-07

8.6x8.5xna£20.0ShinePrincess ProductionsJan-0721.2x19.2x3.0x€3,396.8Investor group incl. John de Mol EndemolMay-07

nana3.6x€250.0De AgostiniMarathon GroupJul-07

na7.3x3.8x£111.532waytrafficWWTBAM & CelladorDec-06

nmna2.7x£3.0DCD MediaWest Park PicturesJul-07

nana2.2x£50.02All3MediaObjective ProductionsAug-07

3.9xna0.9x£7.1DCD MediaProspect PicturesJul-0712.9xna1.2x£9.1DCD MediaSeptember HoldingsJul-07

nana2.6x€450.0Endemol NVEndemol FranceJan-07

11.3x11.0xna£35.0ShineKudosDec-0612.3x11.5x1.4x£320.0Secondary buy-out (Permira)All3MediaAug-06

nana1.0x£20.03IMG MediaDarlow Smithson ProductionsApr-06

15.1x12.1x0.4x£27.03IMG Media Tiger Aspect HoldingsMay-06

4.5x4.3x0.4x£15.64GFP VermögensverwaltungsOdeon Film Apr-06nananaNaSpützHurricane Mar-06

14.1xna2.0x£30.03ShedRicochet Nov-05

12.9x11.7x1.6xMedian

12.9x12.3x1.7xAverage

19.5x17.5x0.8x£14.03RDF IWCDec-05

na21.2x0.6x£27.7Tinopolis TV Corp Oct-05

na11.9x0.9x£4.2RDFTouchpaper TelevisionAug-05

Transaction Value /

Last FY

Sales

Last FY

EBITDA

Last FY

EBIT

Transaction Value (m)

(100%)AcquirorTargetDate

na14.8x3.0x£351ITV12 Yard ProductionsDec-07

18.8xna0.4x£31.4SchibstedMetronome Film & Television Sep-07

na8.6x1.9x£18.0Shed MediaTwenty TwentyProductionsSep-07

nana1.8x£175.0NBC UniversalSparrowhawk MediaAug-07

8.6x8.5xna£20.0ShinePrincess ProductionsJan-0721.2x19.2x3.0x€3,396.8Investor group incl. John de Mol EndemolMay-07

nana3.6x€250.0De AgostiniMarathon GroupJul-07

na7.3x3.8x£111.532waytrafficWWTBAM & CelladorDec-06

nmna2.7x£3.0DCD MediaWest Park PicturesJul-07

nana2.2x£50.02All3MediaObjective ProductionsAug-07

3.9xna0.9x£7.1DCD MediaProspect PicturesJul-0712.9xna1.2x£9.1DCD MediaSeptember HoldingsJul-07

nana2.6x€450.0Endemol NVEndemol FranceJan-07

11.3x11.0xna£35.0ShineKudosDec-0612.3x11.5x1.4x£320.0Secondary buy-out (Permira)All3MediaAug-06

nana1.0x£20.03IMG MediaDarlow Smithson ProductionsApr-06

15.1x12.1x0.4x£27.03IMG Media Tiger Aspect HoldingsMay-06

4.5x4.3x0.4x£15.64GFP VermögensverwaltungsOdeon Film Apr-06nananaNaSpützHurricane Mar-06

14.1xna2.0x£30.03ShedRicochet Nov-05

12.9x11.7x1.6xMedian

12.9x12.3x1.7xAverage

19.5x17.5x0.8x£14.03RDF IWCDec-05

na21.2x0.6x£27.7Tinopolis TV Corp Oct-05

na11.9x0.9x£4.2RDFTouchpaper TelevisionAug-05

Transaction Value /

Last FY

Sales

Last FY

EBITDA

Last FY

EBIT

Transaction Value (m)

(100%)AcquirorTargetDate

[To be updated by Corp Dev]

European Transactions

Domestic Transactions[Add Shine buys Reveille at 12x, let’s see if we get anything from Bear Stearns]