Acquisition of Additional Stake in Game Show Network (GSN)Post IC and GEC Meeting Update

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Revised Deal Terms

• Reduced the put SPE would grant to DIRECTV from an additional 20% of GSN to an additional 18% of GSN

• Reduced the cap on the put to $288MM from $320MM (implied full company equity value remains the same at $1.6BN)

• Introduced a floor on DIRECTV’s put of $234MM (implied full company equity value of $1.3BN)

• Introduced a call that DIRECTV would grant to SPE on the additional 18% of GSN which could be exercised after the expiration of the put in FYE15; valuation would be at 13x prior calendar year OIBDA with a floor of $234MM– Exercise of the call would be subject to appropriate Sony approvals at the time of exercise

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Rationale for and Impact of Revised Deal Terms

• Introduction of a call gives SPE a path to own 58% of GSN in the future, providing further support for consolidation

• Reduction of the put to 18% decreases maximum gross cash outlay on the transaction to $348MM from $380MM

• For DIRECTV to grant SPE the desired level of management control of GSN, DIRECTV required a floor on the put valuation

• SPE believes the value at which DIRECTV would exercise the put would exceed $1.3BN, with or without a floor– Forecasts for CY2011 through CY2013 result in an implied value above the floor and GSN has

exceeded recent forecasts

GSN OIBDA Forecast Implied Put Value at 13x

CY2011 Budget: $103.2MM $1.34BN

CY2012 Forecast: $121.6MM $1.58BN

CY2013 Forecast: $145.5MM $1.89BN

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Resulting Deal Structure

• For $60MM 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– A third-party valuation firm estimated the equity value range for GSN from $906MM to $1,222MM– Given GSN’s earnings profile, and the strategic and financial benefits to SPE from consolidating GSN,

SPE is comfortable acquiring the additional 5% of GSN on a valuation near the high-end of the range

• DIRECTV would be granted a put for an additional 18% of GSN at an equity valuation of 13x prior calendar year OIBDA (EBITDA before executive compensation and earn-outs)– Three annual trigger windows beginning April 2012 (FYE13) – Put has a floor of $234MM (implied full company equity value of $1.3BN)– Put has a cap of $288MM (implied full company equity value of $1.6BN)

• DIRECTV would grant SPE a call on the additional 18% of GSN to be exercised after the expiration of the put in FYE15; valuation would be at 13x prior calendar year OIBDA with a floor of $234MM

• A buy / sell provision will apply to SPE’s and DIRECTV’s interests in GSN but cannot be triggered until April 2015 (FYE16)– The currently existing buy/sell mechanism would be replaced– Receiving party must elect to either purchase all of the initiating member’s ownership interest in GSN

or sell all of the receiving party’s interest in GSN to initiating party (cannot be unilaterally forced to buy)

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Step-Up Gain – No change• Upon closing SPE would realize a step-up gain on the 35% of GSN currently owned

• Based on the current valuation range and estimates of fair market value, the step-up gain would be approximately $300MM

• Value of gain subject to PwC’s further review of long-form documentation and Houlihan Lokey valuation

Financial Impact of Revised Terms

(1) Incremental EBIT is after assumed amortization.  The valuation of intangible assets and related amortization will be undertaken by a valuation expert.  The amounts presented are SPE management's estimates and final amounts may vary by more than 10%.

(2) 18% put payment based on CY11 budget; estimated cash outlay assumes that the put is paid all at once. SPE would have the option to pay the first half of the put price in the year it is triggered and the second half one year later, with a 10% return to DIRECTV on the second payment only

Cash Impact and IRR – Maximum Cash Commitment Decreases• SPE would pay $60MM ($9MM net of consolidated cash) at close for 5% and management control of GSN

• If DIRECTV exercises the 18% put in April 2012, SPE’s estimated pre-tax IRR would be 18%, after-tax IRR would be 13% and estimated cash outlay would be $241MM ($217MM net of consolidated cash) in April 2012 (FYE13) (2)

• If put is exercised in April 2013 or 2014 and paid all at once, estimated gross cash outlay for the put could reach the cap of $288MM and net cash outlay would increase by approximately $25MM

EBIT Impact – No change• 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

Values in $MM FYE12 FYE13 FYE14

Current Ownership - 35% of Net Income $31 $40 $47

GSN EBIT Consolidated by SPE - Post PPA(1) $10 $54 $85

Variance to Current State ($21) $14 $38

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Appendix

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GSN Income Statement CY2005A – CY2013FValues in $000s

NOTE: 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(1) Represents the long-term normalized LTIC of $5MM per year(2) Accounts for additional LTIC/earnout incurred in excess of the steady state LTIC of $5MM per year; projected to decline to $0 in the long-term (3) OIBDA = EBITDA plus total LTIC (steady state + additional)

2005 (A) 2006 (A) 2007 (A) 2008 (A) 2009 (A) 2010 (A) 2011 (B) 2012 (F) 2013 (F)

REVENUENET ADVERTISING REVENUE 58,076 65,527 68,079 67,327 71,263 96,980 118,557 132,903 149,165 NET AFFILIATE REVENUE 58,762 62,728 62,575 73,072 95,028 86,749 91,115 93,848 96,664 GAMES/OTHER 650 2,441 1,472 1,037 34,026 48,903 68,667 81,421 97,593

TOTAL GROSS REVENUE 117,488 130,696 132,126 141,436 200,317 232,632 278,339 308,173 343,422

LAUNCH SUPPORT AMORTIZATION (14,449) (11,633) (6,515) - - - - - -

TOTAL REVENUE $103,039 $119,063 $125,611 $141,436 $200,317 $232,632 $278,339 $308,173 $343,422

COST OF SALESPROGRAMMING AMORT (39,393) (41,725) (46,344) (33,335) (43,227) (30,648) (37,444) (38,291) (39,248) PARTNER SHARE/OTHER - - - - (17,073) (33,114) (46,829) (53,755) (62,095) TOTAL COST OF SALES (39,393) (41,725) (46,344) (33,335) (60,300) (63,762) (84,273) (92,046) (101,344)

GROSS PROFIT 63,646 77,338 79,267 108,101 140,017 168,870 194,066 216,127 242,078

SG&AG&A (31,957) (35,663) (37,627) (45,639) (57,642) (65,325) (71,453) (73,239) (75,070) MARKETING (24,421) (25,369) (25,175) (11,210) (12,188) (14,241) (19,409) (21,289) (21,539) TOTAL SG&A (56,378) (61,032) (62,802) (56,849) (69,830) (79,566) (90,862) (94,529) (96,610)

STEADY STATE LONG-TERM INCENTIVE COMP (LTIC) (1) - - - - (5,000) (5,000) (5,000) (5,000) (5,000)

ADJUSTED EBITDA $7,268 $16,306 $16,465 $51,252 $65,187 $84,304 $98,204 $116,598 $140,468

ADDITIONAL LONG-TERM INCENTIVE COMP (LTIC) (2) - - - (1,900) (6,095) (7,598) (8,272) (3,216) (5,152)

EBITDA $7,268 $16,306 $16,465 $49,352 $59,092 $76,706 $89,932 $113,382 $135,316

DEPRECIATION AND AMORTIZATION (1,446) (1,710) (1,608) (1,495) (5,335) (6,524) (7,100) (5,900) (3,800) OTHER INCOME AND EXPENSE - - - - - 720 - - -

EBIT $5,822 $14,596 $14,857 $47,857 $53,757 $70,902 $82,832 $107,482 $131,516

OIBDA (3) $7,268 $16,306 $16,465 $51,252 $70,187 $89,304 $103,204 $121,598 $145,468

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Financial Impact: Potential Put Dates and Payment PlansPut is on 20%

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 $103.2MM = $1.342BN valuation (SPE 20% put payment = $268MM)• April 2013 put based on 13x CY2012 OIBDA of $121.6MM = $1.581BN valuation (SPE 20% put payment = $316MM)• April 2014 put based on 13x CY2013 OIBDA of $145.5MM = $1.891BN but capped at $1.6BN (SPE 20% put payment = $320MM)

Cash for Consideration

IRR (1) 5% Acquisition 20% AcquisitionPut Date & Payment Plan Pre-Tax After-Tax FYE11 FYE12 FYE13 FYE14 FYE15 FYE16 Total

April 2012 -- 1 Payment 17.7% 13.2% Gross ($60) - ($268) - - - ($268)Net ($9) - ($241) - - - ($241)

April 2012 -- 2 Payments 19.9% 15.1% Gross ($60) - ($134) ($147) - - ($281)Net ($9) - ($107) ($98) - - ($205)

April 2013 -- 1 Payment 12.3% 9.9% Gross ($60) - - ($316) - - ($316)Net ($9) - - ($268) - - ($268)

April 2013 -- 2 Payments 9.0% 6.7% Gross ($60) - - ($158) ($174) - ($332)Net ($9) - - ($110) ($125) - ($235)

April 2014 -- 1 Payment 11.7% 9.3% Gross ($60) - - - ($320) - ($320)Net ($9) - - - ($271) - ($271)

April 2014 -- 2 Payments 9.2% 7.0% Gross ($60) - - - ($160) ($176) ($336)Net ($9) - - - ($111) ($127) ($239)

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Financial Impact: Potential Put Dates and Payment PlansPut is on 18%

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 $103.2MM = $1.342BN valuation (SPE 18% put payment = $241MM)• April 2013 put based on 13x CY2012 OIBDA of $121.6MM = $1.581BN valuation (SPE 18% put payment = $285MM)• April 2014 put based on 13x CY2013 OIBDA of $145.5MM = $1.891BN but capped at $1.6BN (SPE 18% put payment = $288MM)

Cash for Consideration

IRR (1) 5% Acquisition 18% AcquisitionPut Date & Payment Plan Pre-Tax After-Tax FYE11 FYE12 FYE13 FYE14 FYE15 FYE16 Total

April 2012 -- 1 Payment 17.7% 13.2% Gross ($60) - ($241) - - - ($241)Net ($9) - ($217) - - - ($217)

April 2012 -- 2 Payments 19.8% 15.0% Gross ($60) - ($121) ($133) - - ($254)Net ($9) - ($96) ($86) - - ($183)

April 2013 -- 1 Payment 12.5% 10.1% Gross ($60) - - ($285) - - ($285)Net ($9) - - ($238) - - ($238)

April 2013 -- 2 Payments 9.4% 7.1% Gross ($60) - - ($142) ($156) - ($299)Net ($9) - - ($96) ($110) - ($205)

April 2014 -- 1 Payment 12.0% 9.5% Gross ($60) - - - ($288) - ($288)Net ($9) - - - ($241) - ($241)

April 2014 -- 2 Payments 9.5% 7.3% Gross ($60) - - - ($144) ($158) ($302)Net ($9) - - - ($97) ($112) ($209)