Privileged and Confidential Starz Deal Summary January 21, 2009

Privileged and Confidential

Starz Deal Summary

January 21, 2009

2Privileged and Confidential

Deal Overview


Deal Summary

• Secured 3 year extension to the Starz deal

• Original deal expired with December 2013 theatrical releases; new deal provides Sony security of a Pay TV deal through December 2016 theatrical releases

• License fees and bonus continue to be above market

• New deal provides framework for Starz services on the internet, helping to ensure premium access and premium messaging

– Suggested list price at premium levels

– Cap on number of subscribing households

• Deal expands Sony’s rights to offer on-demand services before and during the Starz windows


Overall Deal Terms

License Fees and Bonus

Current term (2009 – 2013)• Rate card unchanged 2009 – 2011• Rate card reduced 12.5% 2012 – 2013• Annual Bonus of $47.5MM unchanged

• We believe bonuses at this level are rare• Rate card remains well above market throughout current term • Although reduced, rate card in extension continues to be above

market

Extension term (2014 – 2016)• Rate card reduced 35%• Annual Bonus of $38.7MM

Extension valued at $500MM - $600MM

Annual Qualifying Films

• Up to 50 films per year • We believe all studios have Pay TV title caps and that ours is the highest and offers greater flexibility within our slate

• Cap exceeds historical and projected SPE slates

InternetSOD

• Premium pricing / access• Premium branding • Incremental fees

• Structure is in the spirit of traditional Pay TV flat fee model; but provides clear definition for “Pay TV on the internet”

• Potential additional upside for Sony

OtherBenefits

• 72 hour PPV/VOD viewing• Reduce Pay 2 EST wholesale to $3.48• Pay 2 Black Periods eliminated• Mobile/Cellular rights for Sony subscription

offering between Pay 1 & 2 for up to 6 pictures/year at less than $50MM DBO

• SCA allowed to exhibit up to 2 pictures /year on FOD basis if packaged with a Sony consumer electronics product >$100 / transaction

• MFN for PSN to offer Starz Play

• Increases Sony value in pre-Pay TV windows• Creation of 1 additional month of network window for Sony to

monetize• Improves Sony’s mobile/cellular offering• Improves Sony’s consumer electronics offering

Terms Comments


Title Caps / Qualifications


Title Caps/Qualifications for 2009 – 2013 Theatrical Releases

A Total Cap of 50 Films Released Per Year

SPC Films

“A” Films (Sony Releases - e.g., Columbia or Screen

Gems)

“B” Films (e.g., Acquisitions)

15 25 10(lower rate card than

“A”/SPC titles)

≤6 Sony Rent-A-System Films

≤4 Third Party Rent-A-System Films

(Excess “A” films may fill “B” slots if

available)

(SPC films can fill “A” slots if there are

open “A” slots in that Year)

(SPC films can also fill “B” slots if there are open “B”

slots in that Year)

Acquired from a single source per

Year

Acquired from up to 2 sources per Year (unless MGM)


Qualifications Chart for 2009 – 2013 Theatrical Releases

(1) The 800 screen minimum does not apply to (A) SPC films designated as overflow “A” category films, or (B) up to 3 qualifying films per Year, provided those films have EITHER (i) P&A greater than $20M OR (ii) release on at least 550 screens at widest point of theatrical release in the Territory.

CAP(on # of films Starz must

license)

Theatrically Released by

Meet at least 1 Additional Element

Meet at least 1 Minimum

Requirement

License FeeProvision

“A” Films 25 releases per Year (Excess “A” films may fill “B” slots if available)

Any SPE label on at least 800 screens[1]

Yes Yes Full Fee

“B” Films 10 releases per Year Any SPE label Yes Yes 65% of Rate Card

Sony Rent-A-System (categorized as “B” films)

No more than 6 “B” films can be Sony RAS acquired from up to 2 sources per Year (if any MGM franchise film is designated a Sony RAS, then # of sources can be 3)

Any SPE Group Member

Does not satisfy any of the “Additional Elements”

Yes 65% of Rate Card

Third Party Rent-A-System(categorized as “B” films)

No more than 4 “B” films can be acquired from a single source per Year.

Not Theatrically Released by an SPE Group Member

Does not satisfy any of the “Additional Elements”

Yes 65% of Rate Card; $7M cap per Picture

SPC Films 15 releases per Year(overflow “A” category films or “B” category films if there are open “A” film or “B” film slots in that Year)

SPC or successor label

Yes Yes Full Fee


Film Qualifications

Film Qualifications. Subject to the exceptions or exclusions described below, the new Starz agreement covers films that:

• Are Feature Length (75 mins., including credits)

• Are Theatrically Released by an SPE Group Member in the Territory (except for Third Party RAS Pictures), meaning that SPE Group member did ANY 3 of the following:

– Booked US theaters

– Selected US release date

– Controlled 100% of US theatrical Film Rentals*

– Controlled/had final approval over US theatrical marketing plans*

– Controlled/had primary responsibility for US theatrical ad buys*

* Note: SPE may engage third parties under SPE control

• Are Rated “R” or less restrictive.

• Have an Initial Theatrical Release during the Term.

– A narrow exception to Initial Theatrical Release exists for Home Theater exhibitions.

• Meet the “Minimum Requirements”: each film must have EITHER (a) P&A of at least $250k and theatrical release on at least 20 screens OR (b) at least $4.5M negative cost.

• No recorded live event programs (concerts, stage plays, musicals, dance performances and sports), but motion pictures that are not recordings but are documentaries or dramatizations are included.

• “Additional Elements” with respect to a Picture are:

– 50% or more of total P&A expenses incurred by SPE Group Member, either directly or via financiers/investors.

– Arises out of script/screenplay/property developed by SPE Group Member

– Produced under control/direction/supervision of an SPE Group Member

– SPE Group Member was responsible for at least 25% of negative costs

– Picture based on underlying property owned/controlled by SPE Group Member

– At time of Theatrical Release, all US Home Video and TV rights are owned/controlled by SPE Group Member.*

* Note: If a Picture only satisfies the final Additional Element and is produced by a Major Studio, Lionsgate or Weinstein, or any company with a home video distribution unit, it shall be classified as a Sony Rent-A-System Film.

• Right of First Negotiation/Refusal: Starz has a right of first negotiation and first refusal for pictures (other than Third Party Rent-A-System Films) that exceed the caps above, or fail to meet the Minimum Requirements, or are not Feature Length.


Title Caps/Qualifications for 2014 – 2016 Theatrical Releases

A Total Cap of 50 Films Released Per Year

SPC Films

“A/B” Films (e.g., Columbia, Screen Gems or

Acquisitions)

15 35

≤6 Sony Rent-A-System Films

≤4 Third Party Rent-A-System Films

(SPC films can fill “A/B” slots if there are open “A/B”

slots in that Year)

Acquired from a single source per Year

Acquired from up to 2 sources per Year

(unless MGM)


Qualifications Chart for 2014 – 2016 Theatrical Releases

CAP(on # of films Starz must

license)

Theatrically Released by

Meet at least 1 Additional Element

Meet at least 1 Minimum

Requirement

License Fee Provision

“A/B” Films 35 releases per Year Any SPE label Yes Yes Same fee

SPC Films 15 releases per Year(excess films may be licensed as overflow “A/B” category films if there are open “A” film or “B” film slots in that Year)

SPC or successor label

Yes Yes <1 counts as wide release film

Sony Rent-A-System(categorized as an “A/B Film”)

No more than 6 “A/B” films can be Sony RAS acquired from up to 2 sources per Year (if any MGM franchise film is designated a Sony RAS, no. of sources can be 3)

Any SPE Group Member

Does not satisfy any of the Additional Elements”

Yes

Third Party Rent-A-System(categorized as an “A/B Film”)

No more than 4 “A/B” films can be acquired from a single source per Year.

Not Theatrically Released by an SPE Group Member

Does not satisfy any of the Additional Elements

Yes Fee caps:2/yr $6M each2/yr $5M each


– Overall cap above anticipated output levels

– Excess SPC films can spillover into A/B titles

Caps on Films

Historical (CY) MRP Period (FY)

CY05 CY06 CY07 FY08 FY09 FY10 FY11 Avg. (09 -13)

Cap(14 -16)

Cap

“A” Titles 15 19 19 22 17 17 20 18 25

35

“B” Titles (1) 4 3 3 6 6 6 6 5 10

SPC 19 16 18 13 19 20 20 18 15 15

Total 38 38 40 41 42 43 46 41 50 50

(1) FY08-FY12 based on FY09 Q1 forecast estimates.


Making Ofs

• STE remains obligated to accept and exhibit Making Ofs

• At least 10 Making Ofs per year from theatrical distribution (other than SPC)

• At least 6 Making Ofs per year from SPC

• Making Ofs to be 15 or 24 minutes in length, closed captioned if available

• STE continues to have the exclusive right to exhibit Making Ofs from 1st day of month prior to initial theatrical release (ITR) through the last day of the 2nd month following ITR

• STE continues to have exhibition commitments for Making Ofs

• Not less than 6 exhibitions with at least 2 in primetime with 1 on Encore or Starz

• At least 4 exhibitions 2 weeks prior to and following ITR


Non-theatrical Window

• Removed requirement that Non-theatrical exhibition be via “traditional projection means” and “closed circuit, on-site originated tv”

• Now permits exhibition via “any technology”, both “on-site” and off-site originating

• Swank’s college dorm/ apartment product (included in room rate) is permitted as long as two other major studios are licensing

• At least one studio must be Disney, Universal, Warner or Fox

• The other can be any of these studios, or Paramount, DreamWorks, MGM or any other MPAA member with $250MM in DBO


Rate card and Bonus


Rate card and Bonus

• Current term (2009 – 2013)

• Rate card unchanged from 2009 – 2011

• Rate card reduced 12.5% for “A” titles including SPC titles during 2012 – 2013

• Annual Bonus of $47.5MM unchanged

• Extension term (2014 – 2016)

• Rate card reduced 35% from 2009 levels

• Addition of low volume rate card discounts

• Annual bonus of $38.7MM - $40MM (based on payment option selected by Sony)

• Supercaps

• No change through 2011

• Starting with 2012 releases:

–The deal eliminates the current higher rate card for two pictures per year

–No more than 4 total pictures (no more than 1 in any year) at the highest tier


Rate card – 2009, 2010 and 2011 – Unchanged

• For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2009, 2010 and 2011:

• Starz will pay a license fee equal to 65% of the applicable License Fee in the above table for each “B” film, however, that in no event shall such license fee be greater than $7.0MM for any 3rd Party Rent-A-System Film

Film Rentals: IncrementalPercentage:

Cumulative Fee atHighest Point in Range:

<$1 million 100% $1.0 million

$1 ≤$2 million 85% $1.85 million



$30 ≤$50 million 22.7% $17.65 million


$175 ≤$207.34 million 15% $22.5 million

> $207.34 million 0% $22.5 million


Rate card for Supercap Titles – 2009, 2010 and 2011 – Unchanged

• Two Pictures with a General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in each of Years 2009, 2010 and 2011 with the highest Film Rentals shall be calculated in accordance with the following table:

Film Rentals: IncrementalPercentage


<$1 million 100% $1.0 million




$30 ≤$50 million 22.7% $17.65 million

$50 ≤ $73.5 million 10% $20.0 million

$73.5 ≤ $175 million 0% $20.0 million

$175 ≤$191.67 million 15% $22.5 million



Rate card – 2012 and 2013

• For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2012 and 2013:

• 1 Picture in each of 2012 and 2013 may have a License Fee in either of the highest two tiers

• Starz will pay a license fee equal to 65% of the applicable License Fee in the above table for each “B” film, however, that in no event shall such license fee be greater than $7.0MM for any 3 rd Party Rent-A-System Film



<$1 million 87.5% $875,000

$1 ≤$2 million 74.38% $1.62 million


$15 ≤$30 million 26.25% $11.47 million

$30 ≤$50 million 19.86% $15.44 million


$175 ≤$207.34 million 13.13% $19.69 million



• For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2014, 2015 and 2016:

• 1 Picture in each of 2014, 2015 and 2016 may have a License Fee in either of the highest two tiers

• 3rd Party Rent-A-System Film fees capped at: 2/yr $6M each and 2/yr $5M each

• Low volume rate card:

Rate card – 2014, 2015 and 2016



<$1 million 65.00% $650,000



$15 ≤$30 million 19.50% $8.52 million

$30 ≤$50 million 14.76% $11.47 million


$175 ≤$207.34 million 9.76% $14.63 million


# of Wide Release A/B Films (incl. up to 1 SPC Film): Percentage Reduction:

12 to 14 6.5%

9 to 11 13%

Less than 9 33%


2009 – 2013 – Unchanged

• In addition to the license fees, Starz will pay the amounts set forth below on the dates set forth below for Years 2009, 2010, 2011, 2012 and 2013:

2014 – 2016

• Starz shall pay to Sony, at Sony’s election (such election to be made on or before December 31, 2009), either: (a) $40 million on June 30 of each of 2015, 2016, and 2017; or (b) $38.73 million on March 15 of each of 2015, 2016, and 2017; or (c) $20 million on Feb 28/29 of each of 2015, 2016, and 2017 and $20 million on Oct 31 of each of 2015, 2016, and 2017.

Bonus

Payment Amount: Payment Due Date:

$47.5 million January 15, 2010






Bonus Schedule for 2014 – 2016

CY14 CY15 CY16

Option #1

($38.73M every March 15)

Sum: $116.2M

NPV: $109.9M

Monthly Revenue: $3.05M

Mar 15 – $38.73M Mar 15 – $38.73M Mar 15 – $38.73M

Option #2

($40.0M every June 30)

Sum: $120.0M

NPV: $112.1M


June 30 – $40.0M June 30 – $40.0M June 30 – $40.0M

Scenario #3

($20.0M every Feb28/29 and Oct 31)

Sum: $120.0M

NPV: $112.1M


Feb 28/29 – $20.0M

Oct 31 – $20.0M

Feb 28/29 – $20.0M

Oct 31 – $20.0M

Feb 28/29 – $20.0M

Oct 31 – $20.0M

• The revenue recognition will be based on the NPV and not the sum of the cash

• The difference is booked to interest income below the line

NOTE: Assumes 5% discount rate.


Internet Terms for Starz Play Service


Overview of Internet Approach

• Overall philosophy is to ensure that online Starz is offered on a premium basis, primarily by video-based services

• A cap on total internet subscribers ensures service is offered to no more than roughly half of broadband households

• Suggested list prices help ensure service is positioned as premium

– Online services may offer actual prices below suggested list prices; however those subscribing at a discount will be counted as multiple subscribers against the cap

• Marketing and messaging further ensure premium positioning

• Most SOD restrictions that applied under the previous deal (e.g., maximum of 72% of titles available at one time) continue to apply on the internet


Examples

Incremental Compensation

Premium

TV + Broadband DSL Only Open Internet*

(cable TV + broadband)

(DSL)

Starz Play only marketed as part of packages that include TV (e.g., double play / triple play).

Must include an ALC offer with suggested list pricing

No offers marketed as “free”

Available as an ALC “add-on” or part of a premium DSL tier each with suggested list pricing


Available as an ALC “add-on” or part of a premium video content tier each with suggested list pricing


Subscriber Caps to Encourage Premium

Internet SOD: Overview

* Customers that subscribe through an MSO’s web site (e.g. Fancast) will be considered “Open Internet” subscribers if they do not receive broadband from the MSO (e.g. Comcast) and subscribers through a telco’s web site will be considered “Open Internet” subscribers if that web site is not specifically dedicated to the telco’s DSL customers


Suggested List Prices

Cable DSL Open Internet

Bundles

Not applicable; but may only bundle with

packages that include basic cable

Greater of $33 or

Basic+$5.99+$.01

$33 threshold moves up and down with market

changes

$13.99 through 2012

$16.99 thereafter

A La Carte in addition to a video service

N/A

$5.99 through 2012

$7.99 thereafter

A La Carte without an

underlying video service

$5.99 through 2012

$7.99 thereafter

$13.99 through 2012

$16.99 thereafter

Litigation settlement terms: (1) through June 2009, Netflix SLP will be $7.99 ALC, $8.99 bundled. Thereafter, Netflix SLP will be the same as other Open Internet services (2) Verizon SLP for bundles is $29.99 through 12/31/13.


Subscriber Cap Adjustment

HH Cap

Internet SOD: Household Cap and Rate card

Rate card

• Cap applies to all instances of Starz Play (TV+BB, DSL Only, and Open Internet)

• Household cap for Starz Play is 35MM in 2009; growing to 50MM in 2012

• Starting 2013, cap grows as a % of growth in high-speed internet households (but never less than 50MM)

• Subscribers purchasing below suggested list prices are included as multiple subscribers against the cap

• Example:

• Rate card applies to Open Internet subscribers only (excluding Netflix)

• Total annual fees to SPE capped at $20MM (expected value is less than $20MM as much of cap likely to be filled by TV+BB and DSL Only subs)

• Litigation settlement terms (Netflix): $2MM per year for next 3 yrs (if Netflix terminates, SPE receives single $2MM payment)

Year HH Cap

2009 35MM

2010 40MM

2011 45MM

2012 50MM

2013+ 50MM+ grows

% Decrease from List Price

Subscriber Multiplier

0 – 10% 1.75x

10 – 20% 2.5x

20 – 50% 3.25x

50 – 80% 4x

80 – 100% 10x

10M subs at SLP

10.0M

10M subs at 15% below SLP

25.0M

(10.0 x 2.5 = 25.0)

Total Subs 35.0M

Subs (MM)

Rate card

Incremental/ Max Total

(MM)

0-10 $0.33/yr $3 / $3

10-15 $0.50/yr $3 / $6

15-20 $0.75/yr $4 / $10

20-25 $1.00/yr $5 / $15

25-30 $1.25/yr $5 / $20


• May only be marketed as a bundle with offering that includes cable TV service

• Can not be marketed as a bundle with data only by cable companies

• A la carte pricing made available

• No pricing restrictions for Starz Play as a result of it being bundled with TV

• Must maintain Starz branding

• Household cap applies

• Rate card does not apply

Acceptable Marketing Messages

• “Sign up for Comcast ‘Double Play’ and get TV, Starz Play, and Broadband”

Unacceptable Marketing Messages

• “Get Starz Play when you sign up for HSIP”

• Bundling with TV likely within Starz’ rights; nearly all cable broadband households have cable TV service

- May offer Starz Play to these households without incremental license fees to SPE

- Marketing must still focus on access included with TV or premium packages

- Cap on total households reinforces premium access

Basic Terms

Rationale

Examples

SOD Scenario 1: TV (Cable/Sat/IPTV) + Broadband


• Can be bundled with any tier above basic. SLP is $33/month ($29.99 for Verizon through 2013)

- Today, only allows Starz Play to be bundled with highest of 3 tiers on Verizon and highest of 4 tiers on AT&T

• Can be offered a la carte. SLP is $5.99 initially ($7.99 beginning in 2013) on top of any tier

• Can not be positioned as “free” to consumer; value must be clearly identified



• Rate card does not apply

Current Verizon DSL Plans

• “Starter” plan: $19.99 Starz Play available a la carte at $5.99 (initially)

• “Power” plan: $29.99 Starz Play can be bundled at no extra charge

• “Turbo” plan: $42.99 Starz Play can be bundled at no extra charge

• DSL providers shifting to cable-like offerings of IPTV + broadband (e.g., FIOS)

• Starz views cable-like treatment as critical; rate card does not apply

• $33 SLP helps ensure premium position even if DSL prices fall

Basic Terms

Rationale

Examples

SOD Scenario 2: DSL Only


Basic Terms

Rationale

Examples (Current)

• Limited to content provider websites

• Can be offered a la carte. SLP is $5.99 initially ($7.99 starting in 2013) in addition to any basic video subscription of at least $4.99

• SLP bundled price of $13.99 initially ($16.99 starting in 2013)

• If website has no subscription, Starz Play can be offered a la carte. SLP is $13.99 initially ($16.99 starting in 2013)



• Rate card applies

Hulu (no base subscription)

• Starz Play is available a la carte. SLP is $13.99

Blockbuster

• “1 at a time” minimum plan for $9.99 Starz Play available a la carte for $5.99

• “2 at a time” premium plan for $13.99

• Starz Play can be bundled

• Applying rate card acknowledges that rights are incremental to output deal

• Subscription requirement is analogous to cable

- Ensures Starz continues to bundle with content (not software)

- Today, $4.99 qualifying basic video package, $5.99 SLP a la carte fee, plus $20 for BB requires customers pay ~ $31 before Starz Play is bundled

- As BB prices decline, SLP of $13.99 (then $16.99) helps ensure Starz Play remains premium

SOD Scenario 3: Open Internet (excluding Netflix)


Other SOD Restrictions (Applies on Cable, Satellite, IPTV and Internet)

• Titles may be available for no more than 72% of the days of the linear license period

• Titles may only be available on SOD during a month of linear exhibition (with limited exceptions for SOD premieres): 120 days across up to 10 Starz channels for each of pay 1 (16-18 months) and pay 2 (13 months)

• SOD for cable (or mobile) is only as an "add-on" to a linear service, no stand-alone SOD except on the Internet

• Titles cannot be more than 50% of the SOD titles on the service in any calendar quarter

• Imposed up-to-date content protection requirements and usage rules on Starz


Sony Platform Considerations


Starz Deal Overview

• In exchange for substantial license fees, our previous Starz deal licensed exclusive rights to our films during the Pay window through 2013

• Like other Pay TV channels (HBO, Showtime) Starz’ exclusivity placed certain restrictions on the studio’s ability to offer on-demand services through traditional customers (MSOs, DBS) and owned platforms (BIVL, PSN)

• Under our new deal through 2016, we have significantly improved our ability to offer on-demand services including some new rights specific to Sony-owned platforms

– PPV / VOD / EST

Cable / broadband / IPTV -- Broadened our rights to offer PPV / VOD / EST for final 3 months of Pay 1 and Pay 2, subject to minimum pricing

New media – Retained ability to offer PPV / VOD / EST over the internet at any time (including during Starz window) and clarified that we can offer PPV / VOD / EST on mobile and future media services at any time

– PPV / VOD viewing period -- extended viewing period from 24 hours to 72 hours

– Free on-demand -- Secured right to bundle 2 “free on demand” titles per year with Sony products >$100 at any time for up to 2 months

– Starz Internet Service -- Secured MFN, ensuring Sony can offer the Starz linear Pay TV or subscription on-demand channel on Sony internet platforms with favorable terms

– Pay TV over Mobile -- obtained right to exhibit 6 titles (<$50m DBO) per year on our mobile linear Pay TV channels during network window

– EST -- Reduced EST pricing floor during Pay 2

– Open Market -- Clarified our right to offer digital locker re-delivery of PPV / VOD / EST


• Deal prohibited PPV / VOD / EST on cable, satellite, and IPTV platforms during Starz window

• Permitted PPV / VOD / EST on internet services any time, including during Starz window

Deal Terms

Implications

PPV / VOD / EST During Starz Window

• If BIVL or PSN is delivered over the open internet (i.e., not a closed system) or operated as a web site service they could offer PPV / VOD / EST titles at any time, including during Starz window

• If BIVL or PSN morphed into an IPTV provider (effectively a cable competitor) they were prohibited from offering PPV / VOD / EST titles during Starz window

Previous Starz Deal New Starz Deal

• Secured rights to offer PPV / VOD / EST on cable, satellite, and IPTV platforms during last 3 months of Pay 1 and last 3 months of Pay 2

• Retains right to offer PPV / VOD / EST when delivered over the open internet (including BIVL and PSN when not as a closed system) and adds rights for mobile and any future media at any time, including during Starz window

• If BIVL and PSN become closed systems, adds rights for PPV / VOD / EST to overlap with Starz windows during last 3 months of Pay 1 and last 3 months of Pay 2

• Adds mobile rights to PPV / VOD / EST to the same extent as rights over open internet


• Sony’s PPV / VOD offerings (through MSOs, DBS, and owned platforms) was limited to a 24 hour viewing period

• Sony’s PPV / VOD offerings (through MSOs, DBS, and owned platforms) extended to a 72 hour viewing period

Deal Terms

Implications

PPV / VOD Viewing Period

• Limited the value of potential VOD offerings on BIVL and PlayStation

• Limited our ability to drive PPV / VOD revenue through 3rd parties


• Significantly increases the value and appeal of PPV / VOD offerings on Sony platforms and 3rd party providers


• Sony was not allowed to offer pictures on a free-on demand basis prior to the end of Pay 1

• Sony is allowed to exhibit 2 pictures per year on FOD basis at any time including prior to the end of Pay 1, if bundled with a Sony consumer electronics product priced > $100 in a single transaction and promotion can be up to 2 months per picture

• No box office restriction (can offer our best titles)

• No timing restrictions (can offer at any time after theatrical release)

Deal Terms

Implications

Free On-demand and Implications for Sony Hardware Bundles

• “Hancock” was not able to be bundled “free” with the purchase of a BIVL


• Going forward, Sony can bundle a free on-demand viewing of our two biggest titles each year with the purchase of a BIVL, PlayStation, or other Sony hardware or service so long as it is priced > $100 in a single transaction


• Starz could make subscription make subscription on-demand offerings available on its own platforms (e.g., Vongo) or through third parties (e.g., Fancast for Comcast cable customers) without allowing Sony to offer Starz Play on our own platforms

• Starz must make Starz Play available for Sony internet platforms (e.g., PSN and BIVL) directly or through partners on no less favorable terms than those offered to third parties, provided however Sony must match all terms and conditions including technical implementation

• MFN on service terms is in place through February 2012

Deal Terms

Implications

Subscription on-demand during Starz Window

• Created risk of Starz Play channel being available in multiple places online, yet not on PSN and BIVL


• Provides BIVL and PlayStation leverage for favorable deal terms through February 2012


• Subscription on-demand was not allowed during the network window (between Pay 1 and Pay 2)

• Obtained right to exhibit 6 titles (with under $50MM in domestic box) per year on Crackle / Pix mobile pay television channels during the network window

Deal Terms

Implications

Mobile

• Crackle and Pix mobile could only have library titles on pay television (non-ad supported) channels


• Enables Crackle and Pix to introduce quality titles into subscription mobile channels earlier


• EST was allowed in Starz window but with pricing restrictions

• Wholesale pricing during Pay 2 was $6.95

• Wholesale pricing during Pay 2 reduced to $3.48Deal Terms

Implications

EST Wholesale Price During Pay 2

• Pricing was unrealistically high for older (Pay 2) titles, limiting the EST business


• More realistic pricing will help grow EST during the Pay 2 window


• Prohibited an Open Market “digital locker” redelivery of a film purchased via the internet during the Starz windows

• Allows an Open Market “digital locker” redelivery during the Starz windows

Deal Terms

Implications

Digital Locker and the Open Market Philosophy

• Titles initially purchased from BIVL and PSN could not later be re-delivered through other services (e.g., cable STB or mobile carriers to cell phones) during the Starz windows

• Restrictions limited the feasibility of the Open Market initiative and created a confusing consumer offering


• Improves the value of EST on BIVL and PSN platforms

• Provides benefits for the Open Market initiative


Windows


Timeline of Current and Proposed Windows*

Theatrical Release

Theatrical Release Home VideoHome Video

PPV / VOD (Standard or Day & Date)

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 WindowHome Theater / Early Window

Pay 1 Triggers

Pay 1 Window: No Black; 16 mos. current,

18 mos. in extension (was 15 plus black)

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.

Documents

Privileged and Confidential Starz Deal Summary January 21, 2009