WorldLink Acquisition Opportunity

February 2009

2

To Do

Update for Q4 actuals

General fleshing out / cleaning up of the deck with story line input from Couper

Revisit multiples and discount rateAny way to check EBITDA trading multiples for public advertising firms?Any way to revisit the discount rate through a WACC of these firms? This is a much more stable business than Grouper. Using the same 16.5% discount rate seems aggressiveNote: I’m using 12% discount rate and 10x multiple for these cases

3

Executive Summary

SPE must continue to pursue complementary businesses that diversify our revenue streams and offer higher operating margins

An acquisition of World Link would bring us a high margin asset, diversify our revenue streams, and be a strong strategic fit– Consistently generates 30% EBITDA margins on approximately $10MM of revenues–Expands our DR business, focusing on highest ROI segment of advertising, which is what advertisers are now seeking–Better positions us for 3rd party rep business, focusing on the area that networks most frequently outsource

We are seeking approval to submit a non-binding LOI to acquire World Link for $14MM plus an earn-out of up to $3MM

4

WorldLink Is A Leading Direct Response Market Rep Firm

Overview/Business Model

Market Trends

WorldLink % of Gross Receipts by Media Outlet

WorldLink % Gross Receipts by Inventory Type

29%

17%14%

12%

12%

11%5%

Regional

Broadcast

Local

Espanol

National

Syndication

International

54%43%

3%

Infomercial

DirectResponse

Other

• Provides direct representation services to a cross-platform network of media outlets

• Average commission of 6.6% on gross receipts

• Offers fulfillment services to D.R. vendors and accounting services to network clients via a proprietary platform

• Media outlets serviced include regional sports networks, broadcast, local, espanol, national, syndication, and international

• Television direct response was a $200B industry as of the beginning of 2007

• In 2007, 1,592 short and long-form infomercials ran on cable and network television

• Analysts project weakening in the overall advertising market, although the impact on D.R. is uncertain

– ROI based business model suggests advertisers could increasingly use D.R. in a down market

– Declining consumer confidence may reduce the number of products and services in need of D.R.

Let’s get the “DR Goes” Primetime snippets in here

5

WorldLink is Economically Attractive and a Strong Strategic Fit

Core Business

Benefits to SPTAS 3rd Party Rep Business

Upside Opportunity

•Stable

•High margin

•Diversifies our revenue base

•Representing third party networks (e.g., the Golf Channel) is one of the best ways to leverage the

investment we’ve made in our ad sales organization

•However, securing 3rd party business with our focus on general rate advertising is challenging

•Smaller networks seek our services but represent a small return on our investment

•Once networks become larger, they seek to take back control of their GR ad sales

•By contrast, DR is an area large and small networks are willing to outsource

•By using World Link’s DR strength as an entry point, we would be significantly better positioned for

growth in our 3rd party rep business

•SEL opportunities•International channel representation

6

• From 2004 through 2008, WorldLink revenues grew at an average rate of 5.1% annually

• 2009 decline is due largely to the choice to take one network off-line in Q3 for performance problems at the network level; once the client returned in Q4, annualized revenues returned to the $10MM level

• EBITDA margins have been consistently in the 30% range

WorldLink is a Stable, High Margin Business

WorldLink Historical Financials

(1) EBITDA and EBIT figures do not include owner’s compensations

ACTUALS FORECAST

2005 2006 2007 2008

Net Revenue $9,237 $9,639 $10,123 $9,782Y/Y Growth 4.3% 5.0% -3.4%

SG&A Expenses (6,319) (6,424) (6,765) (6,982)

EBITDA 1 2,918 3,215 3,358 2,800

Y/Y Growth 10.2% 4.4% -16.6%EBITDA Margin 31.6% 33.4% 33.2% 28.6%

Depreciation (52) (40) (44) (66)

EBIT 1 $2,866 $3,175 $3,313 $2,734

7

WorldLink Has Grown Consistently Over Its History

8

Deal Economics

• $14MM cash at close for 100% of the business

• Earn-out of up to $3MM funded out of earnings growth and tied to employment of World Link founder

–Structured as 33% of every $1 of EBITDA in excess of $3MM up to a cap

–In effect, seller would need to double EBITDA (from $3MM per year to $6MM) in order to fully earn-out

• Founder would be subject to a 3 year employment agreement

Add 3 sets of bar charts below

3 Year EBITDA Impact 3 Year EBIT Impact NPV

Mgmt Case

SPT Base Case

SPT Decline Case

12.5 6.5 4.8

Mgmt Case

SPT Base Case

SPT Decline Case

7.1 1.7 0

Mgmt Case

SPT Base Case

SPT Decline Case

28.5 8.7 1.2

9

Next Steps

•Discuss deal structure with Toni Knight•Review with Calkins•Review with Lynton•Informal briefing with Rob Wiesenthal•Submit LOI

10

Appendix

11

Deal Economics by Case

Actuals Management CaseRevenues Revenues Revenues3 new customers in 2009 2009 based on Q4 '08 annualized 3% 2009 decline(1 is Fox, already in place) 3% growth thereafter Flat thereafter6-7% growth thereafer

Expenses Expenses ExpensesGrow to support reveue growth Increase benefits to Sony plan Increase benefits to Sony plan

Add executive comp Add executive compGrow 5% per year Hold flat

2005 2006 2007 2008 2009 2010 2011 2009 2010 2011 2009 2010 2011Net Revenue $9.2 $9.6 $10.1 $9.8 $11.3 $12.0 $12.8 $10.0 $10.5 $11.0 $9.5 $9.5 $9.5Growth 4% 5% -3% 16% 6% 7% 2% 5% 5% -3% 0% 0%

SG&A ExpenseSalary (4.8) (5.0) (5.1) (5.3) (4.8) (4.8) (4.8)Benefits (0.8) (1.3) (1.4) (1.4) (1.3) (1.3) (1.3)Other Costs (1.4) (1.4) (1.4) (1.4) (1.4) (1.4) (1.4)Executive Comp 0.0 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4)Total SG&A (6.3) (6.4) (6.8) (7.0) (7.6) (7.9) (8.1) (8.1) (8.3) (8.6) (7.9) (7.9) (7.9)

EBITDA 2.9 3.2 3.4 2.8 3.7 4.1 4.7 1.9 2.2 2.5 1.6 1.6 1.6Margin 32% 33% 33% 29% 33% 34% 37% 19% 21% 22% 17% 17% 17%

Deal ExpenseDeal Amortization (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5)Earn-out Expense (1) (0.3) (0.3) (0.3) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1)

(1.8) (1.8) (1.8) (1.6) (1.6) (1.6) (1.6) (1.6) (1.6)

EBIT $2.9 $3.2 $3.4 $2.8 $1.9 $2.3 $2.9 $0.3 $0.6 $0.9 $0.0 $0.0 $0.0

Dicount Rate 12.0% Business Value Business Value Business ValueExit EBITDA 10.0x PV Cash Flow $9.9 PV Cash Flow $5.2 PV Cash Flow $3.8

PV Exit $33.5 PV Exit $17.6 PV Exit $11.3 Total Value $43.4 Total Value $22.7 Total Value $15.2

PV Consideration ($14.9) PV Consideration ($14.0) PV Consideration ($14.0)

Deal NPV $28.5 Deal NPV $8.7 Deal NPV $1.2

Notes:(1) In management case expense is the PV of expected payments spread equally over 3 years

In other cases, earn-out is not expected to be paid. But $100K per year expened

SPT Decline Case ("Down then Flat")

SPT Base Case (Slow Growth)

12

# of Active Clients1 Renewal Clauses

Summary of Customer Contracts by Market

National

Regional

Syndication

International

4.6

U.S. Spanish Language

Local

Avg. Remaining Contract Term (months)

14

5.1 20

6.8 12

3.8 10

3.8 14

5.5 10

• Most contracts subject to 1 – 2 year evergreen renewals

• Renewal provisions N/A; 10 additional clients currently in the renewal process

• Most contracts 1 year or less; significant number of opt out provisions

• Most contracts subject to 1 – 2 year evergreen renewals

• Most contracts subject to 1 – 3 year evergreen renewals

• Most contracts subject to 1 – 3 year evergreen renewals

16

13

38

10

14

13

Avg. Client Retention to Date (years)

1) # of active clients represents contracts not in the process of renewal; including potential renewals, active client totals are National (18), Local (23), Regional (39), Syndication (14), U.S. Spanish Language (16), and International (15). Total active clients excluding renewals is 104 and including potential renewals is 125.