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Sony Pictures Entertainment Inc.

Valuation of Game Show Network, LLC as of January 31, 2011

Confidential

March 21, 2011

Sony PicturesEntertainment Inc.

1

Table of Contents

Tab

Executive Summary 1

Valuation Analysis 2

Market Multiple Approach

Comparable Transaction Method

Discounted Cash Flow Method

Selection of Control Premiums 3

Discounts for Lack of Marketability 4

Supporting Exhibits 5

Industry Analysis

Company Financial Information

Biographies 6

Certification 7

Limiting Factors and Other Assumptions 8

Executive Summary

Executive Summary

3

Background

Houlihan Lokey Financial Advisors, Inc. (“Houlihan Lokey”) has been retained by Sony Pictures Entertainment Inc. (“SPE”) toanalyze certain financial information regarding Game Show Network, LLC (“GSN,” “Game Show Network” or the“Company”) and express the conclusions of such analysis.

We understand that through its affiliates, SPE owns a 35% equity interest (the “Current SPE Interest”) in GSN, while theremaining interest is owned by DirecTV. The companies comprising GSN own, operate and manage a cable programmingservice in the United States and a skill-based on-line casual games business, FUN.

We further understand that SPE is evaluating the potential acquisition of approximately 5% of GSN from DirecTV (the“Transaction”). On a post-Transaction basis, SPE will own a 40% equity interest in GSN (the “Proposed SPE Interest”). TheCurrent SPE Interest and the Proposed SPE Interest are collectively referred to herein as the “Interests.” In connection with theTransaction, SPE will provide DirecTV a put option for 18% equity exercisable in a 60 business day window in April 2012,April 2013 or April 2014. If the DirecTV put option is not exercised, SPE will have a call option for the same 18% equityexercisable in a 60 business day window in June 2014. Buy/sell provisions can be triggered after April 2015 at “name yourprice.” All rights and provisions are further described in the Summary of SPE’s Rights and Privileges section of this Report.

SPE has requested that Houlihan Lokey prepare a written report expressing our conclusions regarding the fair market value ofthe Proposed SPE Interest as of January 31, 2011 (the “Valuation Date”) for general corporate planning and financial reportingpurposes.

Because the Proposed SPE Interest includes various aspects of control, we generally valued the Proposed SPE Interest on acontrolling interest basis.

In addition, because GSN is closely held and the Interests are not freely marketable, we have considered discounts for lack ofmarketability.

Executive Summary

4

Background (cont.)

This Report does not constitute an opinion or recommendation with respect to the Transaction, nor a recommendation to SPE,any security holder or any other person as to how to act with respect to the Transaction. This Report will not address, amongother things: (i) the underlying business decision of SPE, its security holders or any other party to proceed with or effect theTransaction, (ii) the consideration to be paid or received in, the terms of any arrangements, understandings, agreements ordocuments related to, or the form, structure or any other portion or aspect of, the Transaction or otherwise, (iii) the fairness ofany portion or aspect of the Transaction to SPE, the holders of any class of securities, creditors or other constituencies of SPE, orto any other party, (iv) the relative merits of the Transaction as compared to any alternative business strategies that might existfor SPE or any other party or the effect of any other transaction in which SPE or any other party might engage, (v) whether ornot any party is receiving or paying reasonably equivalent value in the Transaction, or (vi) the solvency, creditworthiness or fairvalue of any party, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulentconveyance or similar matters.

Executive Summary

5

Valuation Methods

When determining the value of a company, there are three general approaches available to the valuation professional: the marketapproach, the income approach and the cost approach. The choice of which approach to use in a particular situation will dependon the specific facts and circumstances associated with the company, as well as the purpose for which the valuation analysis isbeing conducted. In valuing GSN, we have utilized the Market and Income Approaches.

Market Approach

The market multiple methodology involved the capitalization of EBITDA by appropriate risk-adjusted multiples. Multiples weredetermined through an analysis of certain publicly traded companies that were selected on the basis of operational and economicsimilarity with the business operations. Provided the comparable companies meet these criteria, they can be consideredcomparable from an investment standpoint even if the exact business operations and/or characteristics of the entities are not thesame. EBITDA multiples were calculated for the comparable companies based on daily trading prices. A comparative analysisbetween GSN and the public companies formed the basis for the selection of appropriate risk-adjusted multiples. Thecomparative analysis incorporates both quantitative and qualitative risk factors which relate to, among other things, the natureof the industry in which the subject company and other comparable companies are engaged.

In the comparable transaction methodology, valuation indications are derived by utilizing information obtained from prior saletransactions. Prior transactions must be adjusted for the length of time since these transactions and the Valuation Date and fordifferences between the comparable companies and economic environment, which may lead to an adjustment in the appropriatevalue of the entity.

Income Approach

In the discounted cash flow (DCF) methodology, projections prepared by the Company were utilized. A provision, based onthese projections, for the value of the subject company at the end of the forecast period, or terminal value, was also made. Thepresent value of the cash flows and the terminal value were determined using a risk-adjusted rate of return, or “discount rate.”The discount rate was developed through an analysis of rates of return on alternative investment opportunities in companies withsimilar risk characteristics as GSN as well as other considerations.

Executive Summary

6

Valuation Summary

As illustrated on page 9, the indicated range of GSN’s enterprise value from operations is $766 million to $1.211 billion. Inorder to derive equity value conclusions on a marketable, controlling interest basis, the following adjustments were made:

A control premium of 30% was added to the guideline public company analysis based on observed control premiums paid inthe marketplace;

– The comparable transaction and discounted cash flow analyses were considered to be controlling interest indications ofvalue.

Cash of $51 million was added to the EV indications, based on the Company’s December 31, 2010 balance sheet, to determinecontrolling equity value indications for GSN. GSN has no debt.

A liability of $40 million was subtracted from the EV indications to account for the net present value of excess earnout andlong-term incentive compensation (“LTIC”) payments expected to be paid through 2017. This liability of $40 million is notreflected on GSN’s financial statements and has been developed for valuation purposes only.

Based on the foregoing, our range of controlling equity value indications is $1.007 billion to $1.222 billion.

Executive Summary

7

Valuation Summary (continued)

Indications of value for the Proposed SPE Interest were developed by analyzing the rights and privileges of the Proposed SPEInterest (as outlined on page 10) and by making the following adjustments to the GSN marketable controlling equity valueindications:

A discount for restricted marketability of 10% was deducted from the range of the controlling equity interest.

Indications of equity value on a controlling interest basis with restricted marketability for the Proposed SPE Interest resulted in arange of $906 million to $1.1 billion, as illustrated on page 9.

Detailed analysis and commentary for each valuation method and the selection of appropriate premiums and discounts arediscussed herein.

Executive Summary

8


In summary the valuation indications are as follows:

Marketable Controlling Equity Value indications (page 9)

– $1.007 billion to $1.222 billion

Proposed SPE Interest which incorporates a premium for full control of 30% and a discount for restricted marketability of10%.

– $906 million to $1.1 billion (SPE’s proposed 40% interest results in a range of $363 million to $440 million)

Detailed analysis and commentary for each valuation method and the selection of appropriate premiums and discounts arediscussed herein.

Executive Summary

9


(dollars in millions)Guideline Public Company Discounted Cash Flow

Analysis Analysis Analysis

Low High Low High Low High

Enterprise Value Indication from Operations1 $766 $872 $1,018 $1,103 $1,087 $1,211

Add: Full Control Premium 30.0% 230 262 -- -- -- --

EV from Operations, on a Marketable Controlling Interest Basis $996 $1,134 $1,018 $1,103 $1,087 $1,211

Add: Cash as of 12/31/20102 51 51 51 51 51 51

Less: Total Debt as of 12/31/2010 0 0 0 0 0 0

Less: Non-Operating Liability3 40 40 40 40 40 40

Equity Value, on a Marketable Controlling Interest Basis $1,007 $1,145 $1,029 $1,114 $1,098 $1,222

Concluded Range of Equity Value, on a Marketable Controlling Interest Basis $1,007 $1,222

Less: Discount for Restricted Marketability410.0% (101) (122)

Equity Value, on a Controlling Interest Basis with Restricted Marketability $906 $1,100% SPE Interests 40.0% $363 $440

1. The enterprise and equity value indications from operations are equal as Game Show Network has no interest-bearing debt or preferred stock.2. Includes restricted cash.3. Represents the net present value of the liability related to higher than normalized incentive compensation payments, per SPE management. See NPV Analysis of Excess Earnout and LTIC Payments Liability.Excess Earnout and LTIC Payments Liability.4. As under the proposed transaction DirecTV will have the right to block a sale of SPE's interests to a third party and the buy/sell provisions are not expected to be triggered until April 2015,a discount for lack of marketability is warranted.

EV refers to enterprise value.

Guideline Transaction

Executive Summary

10


Equity Ownership 35% 1 40%Board Seats 2 of 4 1 3 of 5Marketability

Selected Fundamental Rights SPE/DirecTV Veto Rights Limitations DirecTV Veto Rights LimitationsChange Scope of Business Yes YesChange Membership Purchase Agreement Yes YesMake Business Acquisitions Yes >$1mm Yes >$3mmBusiness Plan Approval Yes YesBudget Approval Yes NoVarious Expense Commitments Yes Certain Limitations (1) Yes Certain Limitations (4)

Issuing Additional Membership Interests Yes YesAcquiring External Equity or Debt Securities Yes YesMerger/Consolidation/Reorg/Sale of Company Yes YesSales of Company Assets Yes > $3mm Yes >$3mmRaise Debt Yes > $0.5mm over budget Yes >$5mmGrant Liens/Pledge/Collateral Yes YesDissolve/Cause Bankruptcy Yes YesSelect/Release C-Suite Management Yes Certain Limitations (1) NoSelect/Release Other Senior Management Yes Certain Limitations (1) Yes Certain Limitations (5)

Amending Agreements between Co. & Members Yes YesAmending Affiliation Agreements Yes Certain Limitations (1) NoLitigation Settlement Yes > 0.5% of budgeted revenue Yes >$5mm

Certain limitations as described in the Second Amended and Restated Operating Agreement for Game Show Network, LLC ("GSN").Per SPE management, proposed terms are based on the latest draft Transaction documents.Per SPE management, equity value is determined based on 13x OIBDA capped at $288 million and with a floor of $234 million for 18% equity.DirecTV has voting rights only if certain expenses increase 25% or more over budget.DirecTV has voting rights related to the selection or release of senior management with employment contracts of 3 years or more and guaranteed compensation exceeding $1.5 million.Sources: "Second Amended and Restated Operating Agr-EXE," "Liquidity Agreement-EXE," "Summary of Proposed Deal Structure," and discussions with SPE management.

SPE Current/Non-Controlling Ownership SPE Proposed Controlling Ownership (2)

Buy/Sell provisions at fair market value (annual triggerwindow Dec 1-15) and a put option triggered by DirecTVchange of control

(i) DirecTV Put Option for 18% equity exercisable in a 60business day window in April 2012, April 2013 or April

2014 (3), (ii) if Put Option not exercised, SPE has a CallOption for the same 18% equity exercisable in a 60

business day window in June 2014 (3), and (iii) Buy/Sellprovisions triggered after April 2015 at 'name your price'

Valuation Analysis

Valuation Analysis

Market Multiple Approach

Market MultipleApproach

13

Comparative Analysis

Before drawing conclusions from the market multiples indicated for the publicly listed comparable companies (the“Comparables”), it is necessary to compare GSN with the Comparables on the basis of risk and return characteristics. Theanalysis generally focuses on quantitative considerations, which include financial performance and other quantifiable data, andqualitative considerations, which include any other factors that may affect an investor’s perception of GSN. An analysis of theCompany’s quantitative and qualitative factors relative to the Comparables is summarized below.

Size. GSN is smaller than all of the Comparables in revenues except for Outdoor Channel Holdings (“Outdoor Channel”) andis very similar in size to Crown Media Holdings. In addition, the Company generates approximately 79% of its revenue fromadvertising and affiliate fees. Therefore, we consider GSN to be most comparable to the pure play cable networks: DiscoveryCommunications (“Discovery”), Scripps Networks Interactive (“Scripps”), Crown Media Holdings (“Crown”) and OutdoorChannel.

Profitability. The Company’s adjusted 2010 EBITDA margin of 35.6% is above the median EBITDA margin of theComparables of 25.5%. GSN’s EBITDA margin is below both Scripps (44.0%) and Discovery (39.4%) and is expected toincrease to 40.9% in 2013.

Growth. The Company has experienced strong growth over recent years, with 2010 revenue and EBITDA growth of 18.4%and 29.8%, respectively, which was partially driven by acquisitions. Advertising revenue and affiliate fees grew by 22.2% overthe same period (excluding retroactive revenue of $14.1 million received in 2009). Adjusted for the impact of acquisitions,GSN revenue and EBITDA are expected to grow 16.6% and 15.7%, respectively, from 2010 to 2011, higher than allComparables except Outdoor Channel. GSN was most similar to Scripps and Discovery in both revenue and EBITDA growth.

In summary, the Company is smaller than the Comparables, has similar to slightly higher profitability than the Comparables,and has stronger historical and projected near-term growth prospects than the Comparables. Based on our review of these factorsand consideration of the qualitative factors affecting the industry, the Company represents a similar investment risk as theComparables collectively.


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Representative Levels(dollars in millions)

Fiscal Year Ended December 31, Projected Fiscal Year Ending December 31,2007 2008 2009 2010 2011 2012 2013

Advertising and Affiliate Revenue $130.654 $138.659 $164.484 $183.729 $209.672 $226.751 $245.829Games/Other1 ($5.043) $1.037 $37.081 $48.903 $68.667 $81.421 $97.593Total Reported Revenue $125.611 $139.696 $201.565 $232.632 $278.339 $308.172 $343.422

Add: Adjustments - Mesmo & CPMStar2 NA NA NA $5.994 $0.000 $0.000 $0.000

Adjusted Revenue $125.611 $139.696 $201.565 $238.625 $278.339 $308.172 $343.422Revenue Growth % 5.5% 11.2% 44.3% 18.4% 16.6% 10.7% 11.4%Less: Partner Share/Games 0.000 0.000 18.146 33.114 46.829 53.755 62.096Less: Other Cost of Sales 47.952 35.142 48.737 37.172 44.544 44.191 43.048

Gross Profit $77.659 $104.554 $134.681 $168.340 $186.966 $210.226 $238.278Gross Margin % 61.8% 74.8% 66.8% 70.5% 67.2% 68.2% 69.4%

Less: Selling, General & Administrative Expense 62.802 58.104 69.638 79.566 90.862 94.528 96.609SG&A as a % of Revenue 50.0% 41.6% 34.5% 33.3% 32.6% 30.7% 28.1%

Less: Adjustments - Mesmo & CPMStar2 0.000 0.000 0.000 5.438 0.000 0.000 0.000Less: Long-Term Incentive Compensation 0.000 0.000 11.286 12.598 13.272 8.216 10.152Add: Adjustments - Normalized Long-Term Incentive Compensation3 0.000 0.000 6.286 7.598 8.272 3.216 5.152Add: Depreciation & Amortization 1.608 1.495 5.335 6.524 7.100 5.900 3.800

Adjusted EBITDA $16.465 $47.945 $65.379 $84.860 $98.204 $116.598 $140.468EBITDA Margin % 13.1% 34.3% 32.4% 35.6% 35.3% 37.8% 40.9%

Less: Depreciation & Amortization 1.608 1.495 5.335 6.524 7.100 5.900 3.800

Adjusted EBIT $14.857 $46.450 $60.043 $78.337 $91.104 $110.698 $136.668EBIT Margin % 11.8% 33.3% 29.8% 32.8% 32.7% 35.9% 39.8%

Games/Other Revenue ($5.043) $1.037 $37.081 $48.903 $68.667 $81.421 $97.593Less: Partner Share/Games 0.000 0.000 18.146 33.114 46.829 53.755 62.096

Games/Other Gross Profit ($5.043) $1.037 $18.935 $15.789 $21.838 $27.666 $35.497

1. The FUN gaming business was acquired in 2009.2. 2010 revenue and expenses adjusted to reflect proforma results as if GSN acquired Mesmo and CPMStar in the beginning of 2010.3. Normalized long-term incentive compensation ("LTIC") estimated at $5 million per year. Per SPE management.Sources: "P&L for GSN Forecast updated to 2013 on 25th Jan.pdf," "GSN Consolidated Financial Statements-Dec 09 FINALr.xls," "CPM Star Mesmo.pdf,"andGSN Consolidated Financial Statements-Dec 2010 f.xls.


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Selection of Appropriate Market Multiples

Debt-free market multiples for the Comparables were derived by dividing each of the Comparables’ EV value by its EBITDA forcalendar year (“CY”) 2010, CY 2011 and CY 2012. As summarized in more detail herein, the resulting market multiples vary,reflecting differing investor sentiment toward each of the Comparables, as well as the specific industry and the general economy.

Per SPE management, EBITDA has been adjusted to reflect a normalized long-term incentive compensation (“LTIC”) expense,which SPE management estimates to be $5 million per year. We have valued estimated LTIC payments in excess of $5 millionas a non-operating liability.

As discussed previously, our analysis indicated that the Company represents a similar investment risk as the Comparablescollectively. Furthermore, the composite statistics appear to be more representative of the Company’s circumstances than do thestatistics of any single Comparable. In addition, the operations of GSN are considered to be most comparable to the pure playcable networks.

Based on these and other factors considered, it is our opinion that an investor considering an investment in the Company wouldselect multiples that are generally similar to the Comparables with an emphasis given to the pure play cable networks.


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Selection of Appropriate Market Multiples (continued)

(dollars in millions)

Representative Selected IndicatedLevel Multiple Range Enterprise Value Range

CY 2010EBITDA $84.860 9.0 x -- 10.0 x $763.740 -- $848.600

CY 2011EBITDA $98.204 8.0 x -- 9.0 x $785.630 -- $883.840

CY 2012EBITDA $116.598 6.5 x -- 7.5 x $757.890 -- $874.490

Median $763.740 -- $874.490Mean $769.087 -- $868.977

Selected Enterprise Value Range, on a Minority Interest Basis $766.000 -- $872.000


17

Comparable Public Company Debt-Free Multiples


Share Equity Market EnterpriseGuideline Company Price1 Value1,2 Value1,2 FYE LTM CY 20103 CY 20113 CY 20123

Pure Play Cable NetworksCrown Media Holdings Inc. $2.40 $1,034.102 $1,435.560 17.3x * 17.6x * NMF NMF NMF NMF NA NADiscovery Communications, Inc. 37.35 16,110.819 18,768.819 14.6x 12.6x 12.5x 10.9x # 9.9x #Outdoor Channel Holdings, Inc. 8.00 210.502 150.217 NMF NMF NMF NMF NMF NMF 17.3x * NA NAScripps Networks Interactive, Inc. 46.50 7,806.039 8,555.955 12.2x 9.8x 9.2x 8.2x # 7.5x #

Low 12.2x 9.8x 9.2x 8.2x 7.5xHigh 14.6x 12.6x 12.5x 10.9x 9.9xMedian 13.4x 11.2x 10.8x 9.5x 8.7xMean 13.4x 11.2x 10.8x 9.5x 8.7x

Diversified MediaNews Corp. 15.49 40,718.354 45,982.354 7.5x 7.4x 7.3x 6.7x # 6.1x #Time Warner Inc. 31.45 35,422.040 47,975.040 8.1x 7.5x 7.5x 7.0x # 6.7x #Viacom, Inc. 42.08 25,549.757 31,571.757 9.2x 9.8x 8.8x 8.0x # 7.5x #

Low 7.5x 7.4x 7.3x 6.7x 6.1xHigh 9.2x 9.8x 8.8x 8.0x 7.5xMedian 8.1x 7.5x 7.5x 7.0x 6.7xMean 8.3x 8.2x 7.9x 7.3x 6.7x

Game Show Network412.5x 9.7x 9.7x 8.3x 7.0x

*Excluded from range.1. Based on closing prices as of 1/31/11.2. Based on reported diluted shares.3. Multiples based on forward looking financial information may have been calendarized to the Company’s fiscal year end of December 31.4. Revenue per subscriber includes affiliate and advertising revenue and excludes games/other revenue. EBITDA per subscriber excludes games/other gross profit. No information regardinggames/other SG&A was provided and therefore it was not excluded.Enterprise Value refers tp equity market value + debt outstanding + preferred stock – cash and cash equivalents.Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization adjusted for certain non-recurring items.CY refers to calendar year.FYE refers to the most recently completed fiscal year for which financial information has been made public.LTM refers to the most recently completed twelve month period for which financial information has been made public.NA refers to not available.NMF refers to not meaningful figure.Note: No company used in this analysis for comparative purposes is identical to the Company.Sources: Public filings, Capital IQ and analyst reports.

Enterprise Value to EBITDA


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Comparative Analysis

1. Based on closing prices as of 1/31/11.2. Includes advertising and affiliate revenue growth. Excludes games/other and adjustments to revenue for Mesmo/CPMStar because of the significant growth through the acquisitions of FUN, Mesmo and CPMStar.3. 2009 affiliate revenue adjusted to exclude $14.1 million related to DirecTV retrospective adjustment.4. Based on adjusted representative levels to reflect proforma results as if GSN acquired Mesmo and CPMStar in the beginning of the period. See the Representative Levels page for more details.5. Excludes Games/Other gross profit because of its significant growth through the acquisition of Fun. Also excludes full year 2010 contributions from Mesmo/CPMStar.NMF refers to not meaningful figure.NA refers to not available.Note: No company used for comparative purposes is identical to the Company.Sources: Public filings, analyst reports, "GSN Financials Y-Y.xls" and "GSN Consolidated Financial Statements-Dec 2010 f.xls."

Size Size1 Historical Growth Historical Growth Projected Growth(LTM Revenue, millions) (Enterprise Value, millions) (2008 to 2010 CY Revenue) (2009 to 2010 CY Revenue) (2010 to 2011 CY Revenue)Name Value Name Value Name Value Name Value Name Value

News Corp. $33,005.0 Time Warner Inc. $47,975.0 Game Show Network2 15.1% Game Show Network2,3 22.2% Game Show Network4 16.6%Time Warner Inc. $26,683.0 News Corp. $45,982.4 Scripps Networks Interactive, Inc. 8.2% Scripps Networks Interactive, Inc. 17.3% Scripps Networks Interactive, Inc. 7.6%Viacom, Inc. $12,651.3 Viacom, Inc. $31,571.8 Discovery Communications, Inc. 4.9% Discovery Communications, Inc. 7.8% Discovery Communications, Inc. 5.9%Discovery Communications, Inc. $3,766.0 Discovery Communications, Inc. $18,768.8 News Corp. 0.1% News Corp. 5.8% Time Warner Inc. 4.3%Scripps Networks Interactive, Inc. $1,978.2 Scripps Networks Interactive, Inc. $8,556.0 Time Warner Inc. (0.0%) Viacom, Inc. 3.2% News Corp. 2.0%Crown Media Holdings Inc. $274.2 Crown Media Holdings Inc. $1,435.6 Viacom, Inc. (0.9%) Time Warner Inc. 2.8% Viacom, Inc. 1.6%Game Show Network $238.6 Outdoor Channel Holdings, Inc. $150.2 Crown Media Holdings Inc. (1.5%) Crown Media Holdings Inc. (2.5%) Outdoor Channel Holdings, Inc. (1.0%)Outdoor Channel Holdings, Inc. $84.6 Outdoor Channel Holdings, Inc. (10.7%) Outdoor Channel Holdings, Inc. (8.2%) Crown Media Holdings Inc. NA

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Historical Growth Historical Growth Projected Growth Projected Growth Profitability(2008 to 2010 CY EBITDA) (2009 to 2010 CY EBITDA) (2010 to 2011 CY EBITDA) (5-Fiscal Year EPS) (LTM EBIT to LTM Revenue)Name Value Name Value Name Value Name Value Name Value

Outdoor Channel Holdings, Inc. 18.4% Game Show Network5 45.5% Outdoor Channel Holdings, Inc. 30.9% Discovery Communications, Inc. 19.7% Scripps Networks Interactive, Inc. 37.3%Crown Media Holdings Inc. 17.2% Scripps Networks Interactive, Inc. 32.9% Game Show Network4

15.7% Time Warner Inc. 11.9% Discovery Communications, Inc. 35.8%Game Show Network5 20.0% News Corp. 20.2% Discovery Communications, Inc. 14.7% Scripps Networks Interactive, Inc. 11.3% Game Show Network4 32.8%Scripps Networks Interactive, Inc. 13.0% Discovery Communications, Inc. 17.0% Scripps Networks Interactive, Inc. 12.4% News Corp. 8.3% Crown Media Holdings Inc. 29.2%Time Warner Inc. 7.1% Outdoor Channel Holdings, Inc. 12.0% Viacom, Inc. 10.4% Viacom, Inc. NA Viacom, Inc. 23.0%Discovery Communications, Inc. 4.3% Time Warner Inc. 7.8% News Corp. 8.1% Crown Media Holdings Inc. NA Time Warner Inc. 20.4%Viacom, Inc. 3.4% Viacom, Inc. 3.8% Time Warner Inc. 6.5% Outdoor Channel Holdings, Inc. NA News Corp. 15.3%News Corp. (2.8%) Crown Media Holdings Inc. (2.3%) Crown Media Holdings Inc. NA Game Show Network, LLC NA Outdoor Channel Holdings, Inc. 4.4%

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Profitability Relative Depreciation Internal Investment Liquidity Leverage1

(LTM EBITDA to LTM Revenue) (LTM Depreciation to LTM EBITDA) (LTM Capital Expenditures to LTM Revenue) (Current Ratio) (Debt to EV)Name Value Name Value Name Value Name Value Name ValueScripps Networks Interactive, Inc. 44.0% Crown Media Holdings Inc. 2.0% Crown Media Holdings Inc. 0.3% Scripps Networks Interactive, Inc. 6.8 Outdoor Channel Holdings, Inc. 0.7%Discovery Communications, Inc. 39.4% Game Show Network4 7.7% Viacom, Inc. 1.1% Outdoor Channel Holdings, Inc. 6.7 Scripps Networks Interactive, Inc. 10.3%Game Show Network4

35.6% Discovery Communications, Inc. 9.2% Discovery Communications, Inc. 1.2% Discovery Communications, Inc. 2.7 Discovery Communications, Inc. 19.3%Crown Media Holdings Inc. 29.8% Viacom, Inc. 9.8% Outdoor Channel Holdings, Inc. 1.6% News Corp. 2.0 Viacom, Inc. 21.4%Viacom, Inc. 25.5% Scripps Networks Interactive, Inc. 15.1% Time Warner Inc. 2.0% Game Show Network 1.6 News Corp. 29.0%Time Warner Inc. 24.1% Time Warner Inc. 15.2% Scripps Networks Interactive, Inc. 2.6% Time Warner Inc. 1.6 Crown Media Holdings Inc. 31.9%News Corp. 18.8% News Corp. 18.7% News Corp. 3.2% Viacom, Inc. 1.3 Time Warner Inc. 34.5%Outdoor Channel Holdings, Inc. 8.8% Outdoor Channel Holdings, Inc. 50.2% Game Show Network, LLC NA Crown Media Holdings Inc. 1.0 ##########

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Valuation Analysis

Comparable Transaction Method

ComparableTransaction Method

20

Comparative Analysis and Selection of AppropriateControlling Multiples

Comparative Analysis As in the market multiple method, we compared the Company to the Controlling Comparable Transactions on the basis of risk

and return characteristics. However, the nature of the Controlling Comparable Transactions makes a rigorous comparativeanalysis difficult. Our comparison of the Company with the Controlling Comparable Transactions revealed that the Company issimilar in size and has similar profitability as the Controlling Comparable Transactions. In addition, the Company has morediversified revenue streams by its rapidly growing digital business, which we understand includes gaming revenues from FUN andMesmo and digital advertising revenues through FUN, Mesmo and GSN-owned websites, the “Digital” business. Finally, theCompany has higher projected growth prospects predominantly due to the higher growth of its Digital business. As most of theControlling Comparable Transactions were not recently completed, we focused our multiple selection on recently completedacquisitions. Based on this comparison and considering the qualitative factors impacting the business, the Company represents asimilar investment risk as the Controlling Comparable Transactions, collectively, with emphasis on recent transactions.

Selection of Appropriate Controlling Transaction Multiples EBITDA multiples for the Controlling Comparable Transactions were derived by dividing each target company's implied EV by

its EBITDA for the 12 months preceding the transaction. As summarized on the following pages, the resulting multiples vary,reflecting differing acquirer sentiment toward each of the Controlling Comparable Transactions, as well as the specific industryand the general economy.

As discussed previously, our analysis indicated that the Company represents a similar investment risk as the ControllingComparable Transactions taken as a group, with emphasis on recent transactions. Before determining the appropriate multiplesfor the Company, the particular circumstances surrounding the business were considered. In summary:

More diversified revenue streams based on Digital comprising 28.5% of total reported revenue and 9.2% of reported EBITDA(based on Digital revenue and EBITDA of $66.3 million and $7.1 million, respectively, as provided in the reported GSN 2010financials).

High projected growth predominantly due to growth in Digital.

Based on these and other factors considered, it is our opinion that an acquirer of the Company would select multiples in theControlling Comparable Transactions’ range, with emphasis on recent transactions.


21

Selection of Appropriate Controlling Multiples


Representative Selected IndicatedLevel Multiple Range Enterprise Value Range

CY 2010EBITDA $84.860 12.0 x -- 13.0 x $1,018.320 -- $1,103.180

Selected Enterprise Value Range, on a Controlling Interest Basis (rounded) $1,018.000 -- $1,103.000


22

Comparable Transaction Study

(dollars and subscribers in millions, except per subscriber values)

Financial Metrics Subscriber Metrics

EV Revenue EBITDAEV/

RevenueEV/

EBITDASubscribers

(mil.)EV/

SubscriberRevenue/

SubscriberEBITDA/Subscriber

RECENT TRANSACTIONSLow $50.7 $38.2 $11.7 2.98x 12.5x 29.3 $1.73 $1.02 $0.71

High $975.0 $193.3 $77.8 5.04x 12.5x 95.0 $10.26 $2.08 $0.82

Median $427.5 $112.7 $47.9 4.30x 12.5x 75.5 $5.98 $1.67 $0.77Mean $470.2 $114.2 $45.8 4.11x 12.5x 68.8 $5.99 $1.61 $0.77

OLDER TRANSACTIONS

Transactions with 60+ Million SubscribersLow $684.0 $74.9 $61.2 5.13x 9.6x 62.4 $7.77 $0.85 $0.81High $14,000.0 $4,381.0 $858.0 12.05x 18.8x 191.2 $42.10 $6.83 $6.58

Median $2,870.5 $413.0 $125.5 7.13x 15.6x 102.6 $26.33 $3.55 $1.02Mean $3,629.8 $836.4 $206.4 7.59x 14.9x 112.0 $25.15 $3.94 $1.90

Transactions with 0 - 60 Million SubscribersLow $31.1 $6.8 $8.5 5.48x 14.5x 6.7 $3.81 $0.33 $1.01High $1,250.0 $152.0 $80.3 12.80x 14.5x 58.4 $34.24 $3.17 $1.38

Median $410.5 $51.7 $45.5 8.76x 14.5x 33.8 $16.50 $1.68 $1.14Mean $511.0 $57.8 $44.9 9.08x 14.5x 31.8 $14.64 $1.75 $1.18

All Older TransactionsLow $31.1 $6.8 $8.5 5.13x 9.6x 6.7 $3.81 $0.33 $0.81High $14,000.0 $4,381.0 $858.0 12.80x 18.8x 191.2 $42.10 $6.83 $6.58

Median $838.0 $103.6 $85.2 7.93x 15.1x 44.8 $16.73 $2.51 $1.06Mean $1,795.2 $400.4 $160.3 8.44x 14.8x 64.8 $18.78 $2.66 $1.73

Game Show Network1 $1,060.5 $232.6 $84.9 4.56x 12.5x 65.8 $16.12 $2.79 * $1.05 *

* Revenue per subscriber includes affiliate and advertising revenue and excludes games/other revenue. EBITDA per subscriber excludes games/other gross profit. No information regarding games/other SG&A wasprovided and therefore it was not excluded.1. See Representative Levels for 2010. Subscribers sourced from "Carriage.ppt."Sources: Kagan Research LLC: Economics of Basic Cable Networks 2009, UBS estimates, Bear Stearns estimates, A.G. Edwards estimates, JP Morgan estimates, Capital IQ and various news articles.


23

Comparable Transaction Study (cont.)

(dollars and subscribers in millions, except per subscriber values)Financial Metrics

Announced Network Summary Description EV Revenue EBITDAEV/

RevenueEV/

EBITDA

RECENT TRANSACTIONS11/05/09 Travel Channel 1 Cable television network offering shows related to travel and leisure. $975.0 $193.3 $77.8 5.04x 12.5x04/09/09 GSN Television network for games including casino and game show series. $600.0 $139.7 $47.9 4.30x 12.5x01/27/09 TV Games ("TVG") Networks Sports television TV network dedicated to horse racing. $50.7 $38.2 NANA 1.33x * NANA01/05/09 TV Guide Network2 Offers entertainment and television guidance-related programming. $255.0 $85.7 $11.7 2.98x 21.8x *

OLDER TRANSACTIONS

0 - 30 Million Subscribers05/04/08 Sundance Channel Network offering films, documentaries, and original programs. $496.0 $90.5 $34.1 5.48x 14.5x06/01/07 The Sportsman Channel Operates a television channel and provides hunting and fishing programs. $31.1 NA NA NA NA11/01/05 CSTV Digital sports media company in the United States. $324.9 $39.4 NA 8.25x NA05/01/04 News World International Cable television news channel that broadcasts in the U.S. $70.0 $19.0 NA 3.68x * NA04/20/04 Outdoor Channel Cable channel that broadcasts outdoor related lifestyle programming. $303.0 $31.7 $8.5 9.56x 35.6x*08/20/02 Noggin Educational network for preschoolers. $203.0 $25.6 NA 7.93x NA04/01/02 Discovery Civilization Cable channel offering fresh perspectives on history and current events $200.0 NA NA NANA NA09/05/01 Health Network The Health Network is a 24-hour health related cable channel. $255.0 $9.1 NA 28.02x * NA07/01/01 BET on Jazz Features a broad variety of jazz productions, films, and docs. $63.0 $6.8 NA 9.26x NA02/01/01 GSN: The Game Show Network Provides live participation shows, game shows, reality series etc. $552.0 $72.9 NA 7.57x NA

30 - 60 Million Subscribers10/12/04 Great American Country Owns and operates a country music video network. $140.0 $12.0 NA 11.67x NA03/25/04 TechTV Cable channel covering technology information, news and ent. $288.0 NANA NA NA NA12/01/03 Golf Channel Provides golf entertainment, information and services. $1,162.8 NANA $80.3 NA 14.5x03/01/02 Game Show Network Owns and operates television network for games in the United States. $932.8 $72.9 NA 12.80x NA11/04/02 Bravo Cable television network with a focus on food and lifestyle. $1,250.0 $152.0 $56.8 8.22x 22.0x *10/01/01 Outdoor Life Offers programming in outdoor adventure, action sports etc. $650.0 $64.0 NA 10.16x NA10/01/01 Speedvision Cable network devoted to cars, boats, airplanes and motorcycles enthusiasts. $751.0 NANA NA NA NA05/22/01 The Golf Channel Provides golf entertainment, information and services. $1,181.2 $109.4 NA 10.80x NA05/01/01 Speedvision Cable network devoted to cars, boats, airplanes and motorcycles enthusiasts. $750.4 $103.6 NA 7.24x NA05/01/01 Outdoor Life Offers programming in outdoor adventure, action sports etc. $615.4 NANA NA NA NA

60+ Million Subscribers07/06/08 Weather Channel Produces national, regional, and local weather-related video programs. $3,500.0 $550.0 $294.0 6.36x 11.9x10/01/07 Oxygen Cable television network targeting younger women. $925.0 NA $61.2 NA 15.1x05/01/07 Travel Channel Cable television network offering shows related to travel and leisure. $684.0 NA $71.4 NA 9.6x05/01/06 CourtTV Cable channel offering info on the American system of justice. $1,394.0 NA $83.4 NA 16.7x07/04/04 E!, Style, International Channel Programming dedicated to fashion, design, interior decoration, and trends. $3,113.9 $437.0 NA 7.13x NA10/08/03 USA, SCI FI, Trio Operates television networks in the United States. $7,275.0 $1,305.8 NA 5.57x NA07/03/03 QVC Operates as an e-retailer of jewelry, home style, beauty products in the U.S. $14,000.0 $4,381.0 $858.0 3.20x * 16.3x06/30/03 AMC, IFC, WE National cable television networks. Film, independent and women. $2,500.0 $397.0 $160.0 6.30x 15.6x04/22/03 Comedy Central Provides cable television and Internet programming services. $2,450.0 $340.0 $87.0 7.21x 28.2x *07/23/01 Fox Family Worldwide Consists of Fox Family Channel and the Fox Kids Network. $3,714.0 $724.2 $197.9 5.13x 18.8x02/01/01 AMC, Bravo, IFC, & WE National cable television networks. $3,976.0 $360.0 $123.0 11.04x 32.3x *11/03/00 BET Television network in the U.S. primarily serving African American viewers. $2,627.0 $218.0 $128.0 12.05x 20.5x *05/01/00 TNN and CMT Operates a cable network designed to cater to a young adult demographic. $3,118.0 $413.0 NA 7.55x NANA01/18/00 TV Guide and Sneak Preview Serves as a global media company focusing on consumer entertainment. $1,540.0 $74.9 NA 20.56x * NANA

* Excluded from range.1. With Scripps synergies, the estimated 2010 EV/EBITDA multiple is 9.75x per Deutsche Bank research report dated 11/8/2009 covering Scripps.2. The estimated next fiscal year 3/31/2010 revenue and EBITDA multiples were 2.05x and 12.9x, per Morgan Stanley research report dated 9/16/2009 covering Lions Gate.Sources: Kagan Research LLC: Economics of Basic Cable Networks 2009, UBS estimates, Bear Stearns estimates, A.G. Edwards estimates, JP Morgan estimates, Capital IQ and various news articles.

Subscriber Metrics

Subscribers(mil.)

EV/Subscriber

Revenue/Subscriber

EBITDA/Subscriber

95.0 $10.26 $2.03 $0.8267.2 $8.93 $2.08 $0.7129.3 $1.73 $1.30 NA83.9 $3.04 $1.02 $0.14

30.0 $16.53 $3.02 $1.146.7 $4.64 NANA NA

14.7 $22.10 $2.68 NA17.0 $4.12 $1.12 NA26.0 $11.65 $1.22 $0.3328.0 $7.25 $0.91 NA14.0 $14.29 NANA NA24.5 $10.41 $0.37 NA8.6 $7.33 $0.79 NA

33.0 $16.73 $2.21 NA

36.7 $3.81 $0.33 NA44.0 $6.55 NANA NA58.4 $19.91 NANA $1.3842.4 $22.00 $1.72 NA56.0 $22.32 $2.71 $1.0139.0 $16.67 $1.64 NA45.6 $16.47 NANA NA34.5 $34.24 $3.17 NA40.3 $18.62 $2.57 NA36.0 $17.09 NANA NA

96.0 $36.46 $5.73 $3.0674.0 $12.50 NANA $0.8388.0 $7.77 NANA $0.8185.4 $16.32 NANA $0.98

133.3 $23.36 $3.28 NA191.2 $38.05 $6.83 NA130.3 $107.44 * $33.62 * $6.58162.6 $15.38 $2.44 $0.9881.8 $29.95 $4.16 $1.06

109.2 $34.01 $6.63 $1.81151.0 $26.33 $2.38 $0.8162.4 $42.10 $3.49 $2.05

114.6 $27.21 $3.60 NA88.2 $17.46 $0.85 NA

Valuation Analysis


Discounted CashFlow Method

25

Determination of Projected Free Cash Flows

Projections of financial performance prepared by the Company’s management serve as a foundation for the DCF method. It isimportant to analyze the projections in the context of historical operating performance and management’s expectations regardingthe future prospects of the business. Furthermore, management’s expectations and the Company’s ability to achieve the projectedlevels of performance must be judged in the context of relevant economic and industry factors.

The DCF method utilized projected financial data provided by Company management for 2011 through 2013.

The projections assume a 16.6% increase in 2011 revenues (adjusted for acquisitions) followed by continued growth of 10.7% in2012 and 11.4% in 2013. Adjusted EBITDA is projected to increase from $84.9 million in 2010 to $140.5 million in 2013, an18.3% compound annual growth rate. Adjusted EBITDA margins are projected to increase from 35.6% in 2010 to 40.9% in2013.


26

Determination of Terminal Value

The terminal value used in our DCF method is essentially an estimate of EV as of the end of the final period for which cash flowprojections have been made. It is necessary to compute this value since the Company is expected to remain a viable going-concern beyond the final period.

There are two basic methods of computing the terminal value for a going-concern business. One is the “exit multiple method,”which uses a projected market multiple as in the market approach. Typically, the EBITDA or EBIT for the final projection period(adjusted as appropriate) is capitalized at a reasonable multiple to yield an indication of value for the EV of the subject company.The other common method of computing the terminal value is referred to as the “perpetuity method” (or “Gordon Growthmethod”) and it uses the projected free cash flow as its basis, rather than EBITDA. The free cash flow projected in the finalperiod is adjusted to arrive at a level of cash flow for the first year beyond the projection period that is representative of thefuture cash-generating capability of the subject company. This “normalized” cash flow figure incorporates expectations of thelevel of investment required to maintain the business into the future, as well as the return on investment that the business can beexpected to sustain. The normalized cash flow figure is then capitalized as a perpetuity by the determined discount rate, adjustedfor a level of growth that can be expected into perpetuity. The terminal value is then discounted back to the present using theselected discount rate.

We selected a terminal EBITDA exit multiple in a range of 10.0x to 11.0x. We also considered the Company’s projectionscompared to the Comparables and industry outlook. The selected terminal multiple was based on a review of transactionmultiples observed in the marketplace as well as the Comparables and also gave consideration to the potential risk to achieve thestrong growth and margins projected by GSN management over the next three years in comparison to the Comparables.


27

Selection of Discount Rate

Our DCF method uses a discount rate based on the Company’s weighted average cost of capital (WACC) which incorporates theestimated cost of equity, cost of preferred equity and cost of debt for the Company under an assumed capital structure. Thefollowing were considered in developing the Company’s WACC:

The selected capital structure was based on the median capital structure of the Comparables of 21% debt and the remainderin equity;

The cost of debt assumption was based on the median cost of debt of the Comparables of 6.6%; The cost of equity calculation includes a 4% company specific risk premium associated with:

– The risk of achieving the projected strong compound annual growth rate in EBITDA of 18.3% vs. 4.2% implied long-termearnings growth rate for the Comparables and 10% industry growth rate based on Kagan estimates, partially offset but theCompany’s track record of exceeding historical projections and the growth in Digital.

Based on the above, we determined the Company’s WACC to be approximately 14%. Detailed calculations are presented on the following pages.


28

Comparable Company WACC Analysis

(dollars in millions)Equity

Debt to Debt to Preferred Market ValuePreferred Equity Market Total Equity Market Total Stock to Total to Total

Guideline Company Debt1 Stock2 Value3 Capitalization4Value Capitalization Capitalization Capitalization

Crown Media Holdings Inc. $457.6 # $0.0 # $1,034.1 # $1,491.7 # 44.3% # 30.7% # 0.0% # 69.3%Discovery Communications, Inc. 3,613.0 # 0.0 # 16,110.8 # 19,723.8 # 22.4% # 18.3% # 0.0% # 81.7%Outdoor Channel Holdings, Inc. 1.0 # 0.0 # 210.5 # 211.5 # 0.5% # 0.5% # 0.0% # 99.5%Scripps Networks Interactive, Inc. 884.4 # 0.0 # 7,806.0 # 8,690.4 # 11.3% # 10.2% # 0.0% # 89.8%News Corp. 13,318.0 # 0.0 # 40,718.4 # 54,036.4 # 32.7% # 24.6% # 0.0% # 75.4%Time Warner Inc. 16,557.0 # 0.0 # 35,422.0 # 51,979.0 # 46.7% # 31.9% # 0.0% # 68.1%Viacom, Inc. 6,752.0 # 0.0 # 25,549.8 # 32,301.8 # 26.4% # 20.9% # 0.0% # 79.1%

Median $3,613.0 $0.0 $16,110.8 $19,723.8 26.4% 20.9% 0.0% 77.2%Mean $5,940.4 $0.0 $18,121.7 $24,062.1 26.3% 19.6% 0.0% 70.4%

Cost ofLevered Unlevered Equity Risk Size Cost of Cost of Preferred

Guideline Company Beta5 Beta6 Premium7 Premium8 Equity9 Debt10 Stock11 WACC12

Crown Media Holdings Inc. 1.02 # 0.81 # 5.25% 1.73% 11.4% # 10.0% # 0.0% # 9.8%Discovery Communications, Inc. 1.08 # 0.95 # 5.25% -0.37% 9.6% # 5.1% # 0.0% # 8.4%Outdoor Channel Holdings, Inc. 1.03 # 1.03 # 5.25% 6.28% 16.0% # 0.0% * 0.0% # 15.9%Scripps Networks Interactive, Inc. 1.17 # 1.09 # 5.25% 0.74% 11.2% # 3.6% # 0.0% # 10.3%News Corp. 1.58 # 1.32 # 5.25% -0.37% 12.3% # 7.1% # 0.0% # 10.3%Time Warner Inc. 1.14 # 0.89 # 5.25% -0.37% 9.9% # 7.1% # 0.0% # 8.1%Viacom, Inc. 1.27 # 1.09 # 5.25% -0.37% 10.6% # 6.2% # 0.0% # 9.2%

Median 1.14 1.03 11.2% 6.6% 0.0% 9.5%Mean 1.18 1.03 11.6% 6.5% 0.0% 9.0%

* Excluded from range.1. Debt amount based on most recent public filing.2. Preferred stock amount as stated in most recent public filing.3. Equity market value based on closing price on January 31, 2011 and on reported ful ly-diluted shares as of January 31, 2011.4. Total capitalization equal to equity market value + debt outstanding + preferred stock.5. Based on 5-year weekly raw beta per Bloomberg as of January 31, 2011.6. Unlevered Beta = Levered Beta / (1 + ((1 – Tax Rate) * (Debt / Equity Market Value)) + (Preferred Stock / Equity Market Value)).7. Houlihan Lokey estimate, based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials.8. Morningstar, 2010 Ibbotson Stocks, Bonds, Bills, and Inflation Valuation Yearbook , pages 90-96.9. Cost of Equity = Risk Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk Free Rate of Return as of January 31, 2011, based on 20-year U.S. Treasury Bond Yield.10. Based on selected company weighted average interest rate per most recent public filings.11. Based on selected company weighted average preferred dividend per most recent public filings.12. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) +

(Cost of Preferred * Preferred Stock to Total Capitalization). See next page for tax rate assumption.

Sources: Public filings, Capital IQ and Bloomberg.


29

Subject Company WACC Analysis

Market Assumptions Capital Structure Assumptions Cost of Equity for Computed WACCRisk Free Rate of Return1

4.33% Debt to Equity Market Value626.6% Selected Unlevered Beta7

1.03Equity Risk Premium2 5.25% Debt to Total Capitalization6 21.0% Computed Levered Beta8 1.19Size Premium3 1.73% Preferred Stock to Total Capitalization6 0.0% Cost of Equity9 16.3%Nonsystematic Risk Premium4

4.00% Equity Market Value to Total Capitalization6 79.0%Tax Rate5 40.00% Cost of Debt6 6.6%

Cost of Preferred Stock6 0.0%

Computed Weighted Average Cost of Capital10 13.7%

Selected Weighted Average Cost of Capital 14.0%

1. Risk Free Rate of Return as of January 31, 2011, based on 20-year U.S. Treasury Bond Yield.2. Houlihan Lokey estimate, based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials.3. Morningstar, 2010 Ibbotson Stocks, Bonds, Bills, and Inflation Valuation Yearbook, pages 90-96. Size premium is based on decile 7, representing the risk premium of companies

with market capitalizations between $685 million and $1,063 million.4. Nonsystematic Risk Premium is used to adjust for issues such as key man risk, supplier or key customer risk, etc.5. Per Company management.6. Based on review of corresponding metrics of selected companies and of Company listed on previous page.7. Based on review of selected companies’ unlevered betas listed on previous page.8. Computed Levered Beta = Selected Unlevered Beta * (1 + ((Debt / Equity Market Value) * (1 – Tax Rate)) + (Preferred Stock / Equity Market Value)). Based on Market and Capital Structure Assumptions.9. Cost of Equity = Risk Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium + Company Specific Risk Premium. Based on Market Assumptions.10. Weighted Average Cost of Capital (WACC) = (Cost of Debt * (1 – Tax Rate) * Debt to Total Capitalization) + (Cost of Equity * Equity Market Value to Total Capitalization) +

(Cost of Preferred Stock * Preferred Stock to Total Capitalization). Based on "Cost of Equity for Computed WACC" and Market and Capital Structure Assumptions.Sources: Public filings, Capital IQ and Bloomberg.


30



Projected FYE December 31,20111 2012 2013 1900

EBIT $83.366 $110.698 $136.668 #VALUE!EBITMargin % 32.7% 35.9% 39.8% #VALUE!

Less: Taxes2 33.347 44.279 54.667 #VALUE! DCF AssumptionsUnlevered Earnings $50.020 $66.419 $82.001 #VALUE! Discount Rate 14.0%

Less: Working Capital/Capital Expenditures3 4.575 5.000 5.000 Input Tax Rate 40.0%Less: ProgrammingPayments exceeding Amortization4

6.955 10.000 10.000Add: Depreciation and Amortization 6.497 5.900 3.800 Input Terminal Value AssumptionsAdd: Other 0.000 0.000 0.000 0.000 Terminal EBITDA (2013) $140.468

Total Net Investment ($5.033) ($9.100) ($11.200) #VALUE! Terminal Multiple 10.5x

Net Unlevered Cash Flows $44.987 $57.319 $70.801 #VALUE! Terminal Value $1,474.916Discount Period 0.46 1.42 2.42 1.00 Discount Period 2.92

Discount Factor @14.0% 0.94 0.83 0.73 0.88 Discount Factor @14.0% 0.68

Present Value of Net Unlevered Cash Flows $42.369 $47.618 $51.595 #VALUE! PV of Terminal Value $1,006.667

SensitivityAnalysis: Enterprise Value Distribution of Value0.5

0.5% Terminal Multiple Period Cash Flow 12.3%$1,148.250 9.5 x 10.0 x 10.5 x 11.0 x 11.5 x Terminal Cash Flow 87.7%

13.0% $1,077.950 $1,127.134 $1,176.318 $1,225.501 $1,274.685 Total 100.0%

13.5% $1,065.055 $1,113.610 $1,162.165 $1,210.719 $1,259.274

14.0% $1,052.377 $1,100.313 $1,148.250 $1,196.186 $1,244.123

14.5% $1,039.910 $1,087.239 $1,134.568 $1,181.896 $1,229.225 Implied Analyses

15.0% $1,027.650 $1,074.382 $1,121.113 $1,167.845 $1,214.576 2010 EBITDA Multiple 13.5x2011 EBITDA Multiple 11.7x

Selected Enterprise ValueRange, on a Controlling Interest Basis (rounded) $1,087.000 -- $1,211.000 Implied Long-Term Growth Rate58.8%

1. Represents an 11.0-month stub period.2. Tax at 40.0%industry rate.3. As provided by Companymanagement.4. Represents the amount by which programmingpayments are expected to exceed programmingamortization in 2011-2013. Programming payments in 2013 Normalized are normalized to equal programming amortization.5. Implied fromcorrespondingdiscount rate and 2013 Normalized net unlevered cash flows.Note: Mid-year convention applied. Refer to WACC calculation for derivation of discount rate.Source: "P&L for GSN Forecast updated to 2013 on 25th Jan.pdf," "GSNCash FlowItems.pdf" and an email sent by SPE management on February25, 2011.

Dis

coun

tR

ate

Selection of Control Premiums

Selection of ControlPremiums

32

Selection of Control Premiums

To determine the appropriate control premium for full control of GSN, we reviewed controlling interest acquisition premiums inthe general market and in the entertainment, movies and cable, and other pay television industries made. The observedpremiums ranged from 23.7% to 35.8%.

We also reviewed the premiums paid for going private 13 E-3 transactions which represent controlling acquisitions, and theobserved control premiums ranged from 28.0% to 39.8%.

We also considered several qualitative factors related to GSN such as profitability, size, financeability, efficient use, demand andvolatility of GSN’s assets.

Based on this empirical evidence, we selected a full control premium for GSN of 30.0%.

Based on the rights and privileges of the Proposed SPE Interest, we determined that the selected full control premium for GSN of30% is applicable to the Proposed SPE Interest. However, the Proposed SPE Interest lacks complete control over the liquidity ofGSN. As such, we applied a 10% discount for restricted marketability as discussed in the Discounts for Lack of Marketabilitysection of this report.


33

Premium Considerations

NotesLow High

Observed Control Premiums1 Represents a Full

Control Premium Studies (M&A) - 1 day Premiums 23.7% 35.8% Control Premium13 E-3 Control Premiums - 1 day Premiums 28.3% 37.5%

Control Premium

Premium Considerations Game Show Network Impact on Premium

Profitability of Assets2 High IncreasesSize of Business3

Large IncreasesFinanceability of Assets4

High IncreasesEfficient Use of Assets5 Average ModerateDemand for Assets6 High IncreasesVolatility of Assets7 Low IncreasesNumber of Shareholders8

Few DecreasesConcentration of Control Shareholders9 Yes DecreasesVeto Power of Shareholders10 Yes IncreasesSize of Block11 Large Increases

Selected Control Premium130.0%

1. Represents the premium that a hypothetical buyer would pay for full control. Based on analyses of industry control premiums and 13 E-3 transactions.See Control Premium Studies and 13 E-3 Premium Paid Analysis pages for more details.

2. The business is highly profitable with expected 2010 EBITDA margins of 35.6%.3. Revenues and EBITDA for the fiscal year ended December 31, 2010 are $238.6 million and $84.9 million, respectively.4. Unlevered capital structure could make it attractive to potential lenders. A portion of the revenue is contracted from affiliate fees.5. There is no indication of inefficient use of assets.6. Continued subscriber growth. Broadly distributed cable network.7. Game Show Network has been a stable business.

8. DirecTV and SPE are the only stakeholders.

9. Only two shareholders. DirecTV is the top stakeholder, currently owning 65% of the equity and 50% of the voting power.

10. SPE has significant blocking rights as consensus is needed amongst all board members on all fundamental decisions. See Summary of SPE Rights and Privileges page for more details.11. The affected block is 35% of Game Show Network, a relatively large minority interest. SPE also holds 50% of the voting power.Sources: "Second Amended and Restated Operating Agr-EXE," "Liquidity Agreement-EXE," and "Summary of Proposed Deal Structure."

Premiums


34

Control Premium Studies

3rd Quarter 2010 Summary Figures- MergerStat1

Number of Transactions 136Range -70.0% to 242.0%Median 33.5%

12 Month Summary Figures-MergerStat2


12 Month Summary - Transactions in Entertainment, Movies and Cable and Other Pay Television Industries- CapitalIQ3


1. All domestic transactions that occurred during the 3rd quarter. Per the latest available MergerStat study.2. All transactions (domestic and international) that occurred during the period 10/01/09 to 9/30/10. Per the latest available MergerStat study.3. All transactions (domestic and international) that occurred during the last two years. Per Capital IQ.Note: Control Premium statistics exclude negative premiums.Source: Mergerstat and Capital IQ.


35

13 E-3 Premium Paid Analysis(1)

1. Based on premium to stock price in 153 13 E-3 transactions filed with the SEC during the last five years.Source: Capital IQ

28.3%

37.5%

28.0%

36.9%

28.8%

39.8%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

1 Day Median 1 Day Mean 1 Week Median 1 Week Mean 1 Month Median 1 Month Mean

Discounts for Lack of Marketability

Discounts for Lackof Marketability

37

Proposed SPE Interest

Although SPE will assume control of GSN following the Transaction, certain restrictions to the marketability of the ProposedSPE Interest and the whole GSN business will apply. As summarized on the Summary of SPE’s Rights and Privileges page, underthe Transaction SPE cannot trigger the buy/sell provisions until April 2015, SPE’s call option is not exercisable until June 2014,and DirecTV will have the right to veto a sale of GSN or its assets over $3 million (based on the proposed deal terms reflected inthe latest draft Transaction documents; refer to page 10 for additional information).

However, by the nature of the Transaction, SPE has indicated that DirecTV has stated that it is on a path to liquidity. Inaddition, SPE management has indicated that DirecTV has stated that it is not likely to oppose a sale of the Proposed SPEInterest or GSN in its entirety.

Based on the review of SPE’s rights and privileges under the Transaction and discussions with SPE management, we selected adiscount for lack of marketability for the Proposed SPE Interest of 10%.


38

Restricted Stock Studies

Numerous empirical studies on marketability discounts for restricted stock have been conducted during the past 33 years.

Restricted Stock Studies: Transactions Occurring After April 29, 1997The table below summarizes the results of 17 of the most commonly referenced studies.

YearsCovered Study Mean Median

1997–2007 Houlihan Lokey 1,089 6.30% 5.30%1997–2005 FMV Opinions 231 21.80% 18.30%1997–1998 Columbia Financial Advisors 15 13.00% 9.00%

Restricted Stock Studies: Transactions Occurring Prior to April 29, 1997The following table summarizes the key restricted stock studies that examined transactions occurring prior to the amendment of Rule 144 in 1997.

YearsCovered Study Mean Median1991–97 Houlihan Lokey 115 18.80% 16.30%1980–97 FMV Opinions 244 22.10% 20.00%1996–97 Columbia Financial Advisors 23 21.00% 14.00%1980–96 Management Planning 53 27.00% 25.00%1991–95 Munroe, Park & Johnson 72 20.00% NA1980–91 UCLA 44 25.00% 24.00%1981–88 Silber 69 34.00% NA1981–84 Willamette Management Associates 33 NA 31.00%1978–82 Standard Research Consultants 28 NA 45.00%1969–73 Maher 34 35.00% 33.00%1968–72 Moroney 146 36.00% 33.00%1968–72 Trout 60 33.00% NA1968–70 Gelman 89 33.00% 33.00%1966–69 Institutional Investor (SEC) 398 26.00% 26.00%

Number ofTransactions

Indicated Discount

Number ofTransactions

Indicated Discount

As shown in the tables above, the studies of restricted stock transactions occurring prior to the amendment of Rule 144 in April 1997 indicatediscounts in a general range of approximately 25 to 35 percent. However, the more recent studies of restricted stock transactions indicate somewhatsmaller discounts. This result is not surprising since the amendment of Rule 144 in 1997 served to shorten the length of the holding periodrestriction. Furthermore, this result confirms that investors demand greater discounts for securities with longer restrictions and more impairedmarketability.


39

Qualitative ConsiderationsDiscount Considerations Game Show Network Impact on Discount

Company's Plan for IPO or Sale (1) Low IncreasesVolatility of Assets & Earnings (2) Low DecreasesYield - Dividend Payment (3) Average ModerateRestrictions on Transfer (4) Average ModerateNumber of Potential Purchasers (5) Low IncreasesAccess to Capital Marketplace (6) High DecreasesNumber of Recent Comparable Transactions (7) Low IncreasesSize of Business (8) Large DecreasesSize of Block (9) Large DecreasesLiquidity Issue of Control Holders (10) Low IncreasesHistorical Financial Performance (11) High DecreasesEconomic Outlook of Company (12) Average ModerateCompany Position in Industry (13) Average ModerateCompany Management (14) Good DecreasesDiversity of Assets (15) Moderate/Low ModerateFinancial Leverage of the Business (16) Low DecreasesGlamour of Entity (17) High DecreasesPut Option of Shares / Redemption Policy (18) Yes DecreasesLiquidity of Securities(18) Low Increases

Footnotes:(1) There are no current plans for an IPO or sale of the Game Show Network.

(2) Game Show Network has been a stable business.

(3) Cash distributions are made based on the management committee's decision. There are no mandatory distributions. However, GSN has distributed

$85 million and $80 million of dividends in 2009 and 2010, respectively, and expects to distribute $50 million in 2011.(4) If a partner decides to sell its stake, the other partner has to agree to buy the interests or sell its own interests to the partner initiating the sale during the

trigger windows at a fair market value. If a partner is forced to buy the interests of the other partner, a liquidity can be achieved through selling all interests

post the related-party transaction. Each member can only sell its interests in their entirety. Each partner has blocking rights on a sale to a third party.

See Summary of SPE Rights and Privileges page for more details.(5) This profitable business would likely be an attractive investment for a limited number of strategic investors. Each partner can trigger a sale to the other partner.

See #4 and the Summary of SPE Rights and Privileges page for more details.

(6) Game Show Network's demonstrated ability to generate profits and the unlevered capital structure provides it with financing opportunities.(7) Four transactions in 2009 and no disclosed transactions in 2010.

(8) Revenues and EBITDA for the fiscal year ended December 31, 2010 were $238.6 million and $84.9 million, respectively.(9) The affected block is a relatively large minority interest. SPE also holds the majority of the voting power.

(10) No imminent liquidity needs are known.

(11) Game Show Network has exhibited strong historic growth and margins.

(12) Subscriber, advertising and gaming revenues may vary with the economy but are generally stable.(13) Game Show Network is a leader in its niche and its subscriber and advertising revenues have consistently grown.(14) Management has considerably outperformed the annual budgets for 2009 and 2010.(15) Limited product lines and revenue streams. Digital games provide for some diversification.(16) Game Show Network has no debt as of December 31, 2010.(17) Game Show Network is a recognizable media brand.(18) Under the proposed transaction, DirecTV will have the right to block a sale of SPE's interests to a third party and SPE's call option is not exercisable until June 2014

and the buy/sell provisions are not expected to be triggered until April 2015. See #4 and the Summary of SPE's Ownership Rights and Privileges page for more details.

Sources: "Second Amended and Restated Operating Agr-EXE," "Liquidity Agreement-EXE," and "Summary of Proposed Deal Structure."

Supporting Exhibits

Supporting Exhibits

Industry Analysis

Industry Analysis

42

Comparable Companies Implied Long-Term GrowthRate Analysis

Implied Long-Term Growth Rates

P/E Ratio LT Growth2

Comparable Company Ke1LTM NFY LTM NFY

Crown Media Holdings Inc. 11.4% NA NA NA NADiscovery Communications, Inc. 9.6% 21.2x 18.2x 4.7% 3.9%Outdoor Channel Holdings, Inc. 12.6% NMF NMF NMF NAScripps Networks Interactive, Inc. 11.2% 19.6x 17.1x 5.8% 5.1%News Corp. 12.2% 13.7x 12.9x 4.6% 4.1%Time Warner Inc. 9.9% 13.9x 12.1x 2.5% 1.5%Viacom, Inc. 10.6% 14.9x 12.9x 3.6% 2.6%

Low 2.5% 1.5%High 5.8% 5.1%Median 4.6% 3.9%Mean 4.2% 3.5%

1. Ke refers to cost of equity.2. Formula: (P/E * Ke - 1)/(P/E + 1)

Industry Analysis

43

Basic Cable Industry Historical and Projected Results

(figures in millions)

'05-'10 '10-'13 '10-'182005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 CAGR % CAGR % CAGR %

Basic Cable Networks1

Subscribers 93 95 97 98 100 102 104 105 106 107 108 108 109 109 1.9% 1.3% 0.9%

Advertising Revenue $13,745 $15,066 $16,350 $17,536 $17,355 $18,668 $20,450 $22,249 $24,126 $26,092 $28,153 $30,305 $32,562 $34,938 6.3% 8.9% 8.1%

% of Total Revenue 46.7% 46.1% 44.9% 44.1% 41.6% 41.3% 41.5% 41.8% 42.2% 42.5% 42.8% 43.1% 43.4% 43.7%

Affiliate Revenue $14,559 $16,257 $18,383 $20,577 $22,768 $24,854 $27,046 $29,131 $31,199 $33,329 $35,522 $37,772 $40,098 $42,508 11.3% 7.9% 6.9%

% of Total Revenue 49.5% 49.8% 50.5% 51.8% 54.6% 55.0% 54.9% 54.8% 54.5% 54.3% 54.0% 53.7% 53.5% 53.2%

Total Revenue $29,424 $32,677 $36,377 $39,746 $41,685 $45,170 $49,220 $53,188 $57,224 $61,415 $65,771 $70,284 $74,986 $79,902 9.0% 8.2% 7.4%

Cash Flow2 $10,535 $11,677 $13,332 $15,201 $16,458 $18,342 $20,318 $22,341 $24,396 $26,448 $28,604 $30,847 $33,192 $35,648 11.7% 10.0% 8.7%

Game Show Network3

Subscribers NA NA 55.9 58.7 62.1 65.8 67.7 NA NA 5.6% 4 NA NA

Advertising Revenue $58 $66 $68 $67 $69 $97 $119 $133 $149 10.8% 15.4% NA

% of Total Revenue 49.7% 51.1% 52.1% 48.3% 46.2% 52.8% 56.5% 58.6% 60.7%

Affiliate Revenue $59 $63 $63 $72 $81 $87 $91 $94 $97 8.1% 3.7% NA

% of Total Revenue 50.3% 48.9% 47.9% 51.7% 53.8% 47.2% 43.5% 41.4% 39.3%

Total Revenue5 $117 $128 $131 $139 $150 $184 $210 $227 $246 9.5% 10.2% NA

Adjusted EBITDA6$21 $25 $22 $47 $46 $69 $76 $89 $105 26.8% 15.0% NA

1. Source: 2010 SNL Kagan.2. Cash Flow calculated as Operating Revenue Less Operating Expenses, Programming Expenses and SG&A. Cash flows are equivalent to cash EBITDA.3. See Representative Levels page. Subscriber numbers per file, "GSN Subscribers.pdf."4. CAGR calculated from 2007 to 2010 since 2004 and 2005 numbers were unavailable.5. Includes advertising and affiliate revenue. Excldues games/other.6. Reflects Adjusted EBITDA less Games/Other gross profit. As SG&A for games/other was not provided, it has not been excluded.

Industry Analysis

44

Comparable Company Projected Network Cash Flows -Kagan Estimates1

(dollars in millions)'10-'13

2010 2011 2012 2013 CAGR %

Projected Network Cash Flow Summary1

Discovery Communications, Inc. $971.3 $1,101.5 $1,211.3 $1,327.8 11.0%

Viacom, Inc. $3,104.2 $3,309.3 $3,542.8 $3,782.5 6.8%

News Corp. $2,254.1 $2,495.9 $2,692.7 $2,915.6 9.0%

Scripps Networks Interactive, Inc. $685.8 $759.2 $841.2 $924.6 10.5%

Outdoor Channel Holdings, Inc. $12.3 $16.4 $19.6 $22.3 21.9%

Time Warner Inc. $3,079.2 $3,169.9 $3,282.1 $3,414.2 3.5%

Crown Media Holdings Inc. $108.8 $142.3 $174.5 $204.8 23.5%

Mean 12.3%

Median 10.5%

Excluding Outdoor Channel and Crown Media:

Mean 8.1%

Median 9.0%

Game Show Network2$69.1 $76.4 $88.9 $105.0 15.0%

1. Comparable company network cash flows calculated based on the projected cash flows from major networks for which projections were available in the SNL Kagan2009 Media Trends report or the SNL Kagan Premium Networks report. Cash flows are equivalent to cash EBITDA.

2. Reflects Adjusted EBITDA less Games/Other gross profit. As SG&A for games/other was not provided, it has not been excluded.

Industry Analysis

45

Comparison with the Travel Channel

4-Yr CAGR 4-Yr CAGRTravel Channel1 2005 2006 2007 2008 2009 2010 2011 2012 2013 2005-2009 2009-2013

Subscribers 80 85 89 92 94 96 98 100 101 4.1% 1.7%Advertising Revenue $79 $87 $99 $104 $109 $117 NA NA NA 8.4% NA

% of Total Revenue 58.2% 58.4% 59.8% 59.2% 58.6% 58.9% NA NA NAAffiliate Revenue $53 $58 $63 $68 $73 $77 NA NA NA 8.4% NA

% of Total Revenue 39.0% 39.1% 37.9% 38.6% 39.2% 39.0% NA NA NATotal Revenue $135 $149 $166 $176 $186 $198 $210 $221 $231 8.3% 5.6%Cash Flow $31 $27 $57 $63 $69 $76 $83 $87 $91 22.5% 7.0%

GSN

Subscribers NA NA 56 59 62 66 68 NA NA NA NAAdvertising Revenue $58 $66 $68 $67 $69 $97 $119 $133 $149 4.6% 21.1%

% of Total Revenue 2 49.7% 51.1% 52.1% 48.3% 46.2% 52.8% 56.5% 58.6% 60.7%Affiliate Revenue $59 $63 $63 $72 $81 $87 $91 $94 $97 8.3% 4.5%

% of Total Revenue 2 50.3% 48.9% 47.9% 51.7% 53.8% 47.2% 43.5% 41.4% 39.3%Total Revenue3 $117 $128 $131 $139 $150 $184 $210 $227 $246 6.5% 13.1%Adjusted EBITDA3

$21 $25 $22 $47 $46 $69 $76 $89 $105 21.9% 22.6%

Travel Channel TransactionsDate May-1-07 Nov-5-09 CAGRImplied Enterprise Value $684 $975 15.1%

GSNDate Apr-9-09 Jan-31-11 CAGRImplied Trans. or Enterprise Value $780 $1,103 21.1%

1. Scripps announced the acquisition of the Travel Channel on November 5, 2009.2. Includes advertising and affiliate revenue. Excludes games/other.3. Reflects Adjusted EBITDA less Games/Other gross profit. As SG&A for games/other was not provided, it has not been excluded.Source: SNL Kagan 2009 Media Trends.

Industry Analysis

46

Valuation of Excess Incentive Compensation PaymentsLiability


Projected FYE December 31,20111 2012 2013 2014 2015 2016 2017

Earnout and LTIC Estimated Cash Payments2 $32.027 $20.000 $10.000Less: Normalized LTIC 4.575 5.000 5.000

Excess Earnout and LTIC Cash Payments3 $27.452 $15.000 $5.000 $4.000 $3.000 $2.000 $1.000

LTIC Expense (Income Statement) 12.145 8.216 10.152Less: Normalized LTIC 4.575 5.000 5.000

Excess LTIC Expense (Income Statement)4 7.569 3.216 5.152 4.000 3.000 2.000 1.000Tax Benefit5 3.028 1.286 2.061 1.600 1.200 0.800 0.400

Calculation of NPV of Excess LTIC LiabilityExcess Earnout and LTIC Cash Payments3

$27.452 $15.000 $5.000 $4.000 $3.000 $2.000 $1.000Less: Tax Benefit5 3.028 1.286 2.061 1.600 1.200 0.800 0.400

Excess Earnout and LTIC Cash Payments, less Tax Benefit $24.424 $13.714 $2.939 $2.400 $1.800 $1.200 $0.600Discount Period 0.46 1.42 2.42 3.42 4.42 5.42 6.42Discount Factor @ 14.0% 0.94 0.83 0.73 0.64 0.56 0.49 0.43

Present Value of Net Unlevered Cash Flows $39.930 $23.003 $11.393 $2.142 $1.534 $1.009 $0.590 $0.259

1. Represents a 11.0-month stub period.2. Per SPE management.3. Per SPE management., after 2013 amounts are projected to decline by $1 million annually until they reach a steady state in 2018.4. 2014 to 2017 expense assumed to equal cash payments. Per SPE management.5. Tax at 40.0% industry rate.Note: Mid-year convention applied. Refer to WACC calculation for derivation of discount rate.LTIC refers to Long-Term Incentive Compensation .NPV refers to Net Present Value.

Supporting Exhibits

Company Financial Information

Company FinancialInformation

48

Historical & Projected Income Statements


Fiscal Year Ended December 31, Projected Fiscal Year Ending December 31,2005 2006 2007 2008 2009 2010 2011 2012 2013

Advertising Revenue, Net $58.076 $65.527 $68.079 $67.039 $69.456 $96.980 $118.557 $132.903 $149.165Affiliate Revenue, Net 58.762 62.728 62.575 71.620 80.928 86.749 91.115 93.848 96.664Affiliate Retroactive Revenue- DirecTV 0.000 0.000 0.000 0.000 14.100 0.000 0.000 0.000 0.000Games/Other, Net (13.799) (9.192) (5.043) 1.037 37.081 48.903 68.667 81.421 97.593

Total Reported Revenues, Net $103.039 $119.063 $125.611 $139.696 $201.565 $232.632 $278.339 $308.172 $343.422

Partner Share (games/other) 0.000 0.000 0.000 0.000 18.146 33.114 46.829 53.755 62.096

Other Cost of Sales 40.839 43.435 47.952 35.142 48.737 37.172 44.544 44.191 43.048

Gross Profit 62.200 75.628 77.659 104.554 134.681 162.346 186.966 210.226 238.278

Operating Expenses:

Selling, General & Administrative 56.378 61.032 62.802 58.104 69.638 79.566 90.862 94.528 96.609

Other Operating Expenses1 0.000 0.000 0.000 0.000 11.286 12.598 13.272 8.216 10.152

Total Operating Expenses 56.378 61.032 62.802 58.104 80.924 92.164 104.134 102.744 106.761

Operating Income 5.822 14.596 14.857 46.450 53.757 70.183 82.832 107.482 131.516

Additional Information:Depreciation & Amortization $1.446 $1.710 $1.608 $1.495 $5.335 $6.524 $7.100 $5.900 $3.800Stock Compensation (SFAS 123R) $0.000 $0.000 $0.000 $0.000 $11.286 $12.598 $13.272 $8.216 $10.152

EBITDA $7.268 $16.306 $16.465 $47.945 $59.093 $76.706 $89.932 $113.382 $135.316

EBIT $5.822 $14.596 $14.857 $46.450 $53.757 $70.183 $82.832 $107.482 $131.516

1. Includes long-term incentive compensation.Note: Financials do not include adjustments for Mesmo and CPMStar. See Representative Levels page.Sources: "P&L for GSN Forecast updated to 2013 on 25th Jan.pdf," "GSN Consolidated Financial Statements-Dec 09 FINALr.xls," and "GSN Consolidated Financial Statements-Dec 2010 f.xls."


49

Historical & Projected Common-Size IncomeStatements

Fiscal Year Ended December 31, Projected Fiscal Year Ending December 31,2005 2006 2007 2008 2009 2010 2011 2012 2013

Revenues, Net 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Partner Share (games/other) 0.0% 0.0% 0.0% 0.0% 9.0% 14.2% 16.8% 17.4% 18.1%

Cost of Sales (Goods Sold) 39.6% 36.5% 38.2% 25.2% 24.2% 16.0% 16.0% 14.3% 12.5%

Gross Profit 60.4% 63.5% 61.8% 74.8% 66.8% 69.8% 67.2% 68.2% 69.4%

Operating Expenses:

General & Administrative 54.7% 51.3% 50.0% 41.6% 34.5% 34.2% 32.6% 30.7% 28.1%

Other Operating Expenses1 0.0% 0.0% 0.0% 0.0% 5.6% 5.4% 4.8% 2.7% 3.0%

Total Operating Expenses 54.7% 51.3% 50.0% 41.6% 40.1% 39.6% 37.4% 33.3% 31.1%

Operating Income 5.7% 12.3% 11.8% 33.3% 26.7% 30.2% 29.8% 34.9% 38.3%

Additional Information:Depreciation & Amortization 1.4% 1.4% 1.3% 1.1% 2.6% 2.8% 2.6% 1.9% 1.1%Stock Compensation (SFAS 123R) 0.0% 0.0% 0.0% 0.0% 5.6% 5.4% 4.8% 2.7% 3.0%

EBITDA 7.1% 13.7% 13.1% 34.3% 29.3% 33.0% 32.3% 36.8% 39.4%

EBIT 5.7% 12.3% 11.8% 33.3% 26.7% 30.2% 29.8% 34.9% 38.3%

1. Includes long-term incentive compensation.Note: Financials do not include adjustments for Mesmo and CPMStar. See Representative Levels page.Sources: "P&L for GSN Forecast updated to 2013 on 25th Jan.pdf," "GSN Consolidated Financial Statements-Dec 09 FINALr.xls," and "GSN Consolidated Financial Statements-Dec 2010 f.xls."


50

GSN 2010 Detailed Income Statement*

(dollars in thousands)

TV DIGITALvs. vs. vs. vs. vs. vs.

Actual Budget Prior year Actual Budget Prior year Actual Budget Prior yearRevenue

Ad sales 79,181$ 7,663$ 11,047$ 17,799$ 12,618$ 14,392$ 96,980$ 20,281$ 25,439$Affiliate sales 86,749 (858) (8,279) - - 86,749 (858) (8,279)Digital games - - - 40,795 (11,943) (8,273) 40,795 (11,943) (8,273)All other 401 154 189 7,707 4,971 5,240 8,108 5,125 5,429

Total revenue 166,331 6,959 2,957 66,301 5,646 11,359 232,632 12,605 14,316

Cost of SalesProgramming amortization (30,648) 5,560 12,754 - - (30,648) 5,560 12,754Partner Share/Tournament - - - (33,114) (6,329) (6,145) (33,114) (6,329) (6,145)

Total cost of sales (30,648) 5,560 12,754 (33,114) (6,329) (6,145) (63,762) (769) 6,609

GROSS PROFIT 135,683 12,519 15,711 33,187 (683) 5,215 168,870 11,836 20,926

Operating expensesG & A (48,182) (1,746) (2,007) (17,143) (18) (1,494) (65,325) (1,764) (3,501)Marketing (7,333) 2,511 1,274 (6,908) 1,558 (1,722) (14,241) 4,069 (448)

Total operating expenses (55,515) 765 (733) (24,051) 1,540 (3,216) (79,566) 2,305 (3,949)

OIBDA 80,168 13,284 14,978 9,136 857 1,999 89,304 14,141 16,977OIBDA % 48.2% 19.9% 23.0% 13.8% 10.4% 28.0% 38.4% 18.8% 23.5%

Long-term incentive compensation (10,525) (4,321) (576) (2,073) (1,179) (911) (12,598) (5,500) (1,487)

EBITDA 69,643 8,963 14,402 7,063 (321) 1,088 76,706 8,642 15,490

Depreciation/amortization (1,873) (1,175) (64) (4,651) (791) 1,466 (6,524) (1,966) 1,402Other income/expense (54) (54) 608 774 774 1,742 720 720 2,350Interest income/expense (1,147) (1,417) (1,406) (1,109) (1,109) (985) (2,256) (2,526) (2,391)

Net Income/(loss) before taxes 66,569 6,317 13,540 2,077 (1,448) 3,311 68,646 4,869 16,851

Taxes - - (663) (663) (5,900) (663) (663) (5,900)

Net Income/(loss) after taxes 66,569$ 6,317$ 13,540$ 1,414$ (2,112)$ (2,589)$ 67,983$ 4,205$ 10,951$

Note: CPM Star is consolidated effective April 12, 2010 and Mesmo, Inc. as of April 16, 2010* Financials are unadjusted and as provided by GSN.

CONSOLIDATED


51

Historical Balance Sheets(dollars in millions)

Fiscal Year Ended December 31,

Assets 2005 2006 2007 2008 2009 2010Current Assets:

Cash & Cash Equivalents1 $50.590 $60.187 $46.663 $90.084 $73.696 $51.123Accounts Receivable 22.246 24.885 26.231 25.195 32.492 39.684Programming Rights 19.967 13.960 8.125 12.003 11.348 20.815Prepaid Expenses 0.001 0.001 0.000 0.203 1.047 3.327Deferred Tax Assets 0.000 0.000 0.000 0.000 0.000 0.000Other Current Assets 0.000 0.000 0.000 0.000 0.094 0.000

Total Current Assets 92.804 99.033 81.019 127.485 118.677 114.949Net Fixed Assets 3.331 2.403 3.401 3.368 2.665 2.757Intangible Assets 0.000 0.000 0.000 0.000 128.778 156.281Programming Rights 11.499 11.394 10.854 13.042 17.280 31.152Other Assets 8.998 7.279 0.353 0.298 0.443 0.000Total Assets $116.632 $120.109 $95.627 $144.193 $267.843 $305.140

Liabilities & Stockholders' EquityCurrent Liabilities:

Accounts Payable/Accrued Expenses $8.431 $12.121 $18.953 $15.672 $21.693 $58.187Current Maturities 0.000 0.000 0.000 0.000 0.000 0.000Programming Rights Payable 15.217 7.961 7.326 6.380 6.616 13.693Other Current Liabilities 15.139 9.361 2.968 1.306 5.096 0.000

Total Current Liabilities 38.787 29.443 29.247 23.358 33.405 71.880Long-Term Debt $0.000 $0.000 $0.000 $0.000 $0.000 $0.000Programming Rights Payable 0.000 0.000 0.000 4.851 8.517 13.120Other Liabilities 7.832 8.270 0.000 2.157 14.623 21.678Total Liabilities 46.619 37.713 29.247 30.366 56.546 106.678Minority Interest 0.000 0.000 0.000 0.000 0.000 0.000Stockholders' Equity:

Membership Interest - DTV 35.357 41.610 33.522 57.483 135.093 129.000Membership Interest - SPCV 34.656 40.786 32.858 56.344 76.205 69.462

Net Stockholders' Equity 70.013 82.396 66.380 113.827 211.297 198.463Total Liabilities & Stockholders' Equity $116.632 $120.109 $95.627 $144.193 $267.843 $305.140

Working CapitalNet $3.427 $9.403 $5.109 $14.043 $11.575 ($8.053) Selected Normalized Level

% of Revenue 3.3% 7.9% 4.1% 10.1% 5.7% (3.5%) 5.0%Total $54.017 $69.590 $51.772 $104.127 $85.272 $43.069

1. Includes restricted cash.Sources: "GSN Balance Sheet 2001-2008.pdf," "GSN Consolidated Financial Statements - Dec 09 FINALr.xls" and "GSN Consolidated Financial Statements-Dec 2010 f.xls."


52

Historical Common-Size Balance Sheets

Fiscal Year Ended December 31,

Assets 2005 2006 2007 2008 2009 2010Current Assets:

Cash & Cash Equivalents1 43.4% 50.1% 48.8% 62.5% 27.5% 16.8%Accounts Receivable 19.1% 20.7% 27.4% 17.5% 12.1% 13.0%Inventories 17.1% 11.6% 8.5% 8.3% 4.2% 6.8%Prepaid Expenses 0.0% 0.0% 0.0% 0.1% 0.4% 1.1%Deferred Tax Assets 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Other Current Assets 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Total Current Assets 79.6% 82.5% 84.7% 88.4% 44.3% 37.7%Net Fixed Assets 2.9% 2.0% 3.6% 2.3% 1.0% 0.9%Intangible Assets 0.0% 0.0% 0.0% 0.0% 48.1% 51.2%Long-Term Investments 9.9% 9.5% 11.4% 9.0% 6.5% 10.2%Other Assets 7.7% 6.1% 0.4% 0.2% 0.2% 0.0%Total Assets 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Liabilities & Stockholders' EquityCurrent Liabilities:

Accounts Payable/Accrued Expenses 7.2% 10.1% 19.8% 10.9% 8.1% 19.1%Current Maturities 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Accrued Expenses 13.0% 6.6% 7.7% 4.4% 2.5% 4.5%Other Current Liabilities 13.0% 7.8% 3.1% 0.9% 1.9% 0.0%

Total Current Liabilities 33.3% 24.5% 30.6% 16.2% 12.5% 23.6%Long-Term Debt 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Deferred Taxes 0.0% 0.0% 0.0% 3.4% 3.2% 4.3%Other Liabilities 6.7% 6.9% 0.0% 1.5% 5.5% 7.1%Total Liabilities 40.0% 31.4% 30.6% 21.1% 21.1% 35.0%Minority Interest 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Stockholders' Equity:

Membership Interest - DTV 30.3% 34.6% 35.1% 39.9% 50.4% 42.3%Membership Interest - SPCV 29.7% 34.0% 34.4% 39.1% 28.5% 22.8%

Net Stockholders' Equity 60.0% 68.6% 69.4% 78.9% 78.9% 65.0%Total Liabilities & Stockholders' Equity 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Working CapitalNet 2.9% 7.8% 5.3% 9.7% 4.3% -2.6%Total 46.3% 57.9% 54.1% 72.2% 31.8% 14.1%

1. Includes restricted cash.Sources: "GSN Balance Sheet 2001-2008.pdf," "GSN Consolidated Financial Statements - Dec 09 FINALr.xls" and "GSN Consolidated Financial Statements-Dec 2010 f.xls."

Biographies

Biographies

54

Marc Asbra

Mr. Asbra is a Director in Houlihan Lokey’s Los Angeles office. He has over 15 years of experience in corporate finance, withparticular emphasis on the valuation of businesses, securities and intangible assets for tax and financial reporting (TFR) purposes.He is a member of the firm’s TFR Technical Standards Committee. He also has a broad range of experience in valuation andfinancial consulting assignments, including merger, acquisition and strategic planning analyses.

Before joining Houlihan Lokey, Mr. Asbra was a senior manager in the Los Angeles office of Ernst & Young’s corporate financepractice, where he conducted valuations of public and private securities, closely held companies and intangible assets, withparticular emphasis on technology companies.

Mr. Asbra writes frequently on the subject of valuation. His noteworthy contributions include:

The Valuation of Earn-Outs and Acquired Contingencies Under SFAS 141(R). The CPA Journal, March 2009.

Intellectual Property Valuation. Intellectual Property in Business Transactions. Oakland, California: Continuing Education of theBar; 2008.

Contributory Asset Charges in the Excess Earnings Method. Valuation Strategies, March-April 2007.

The FASB May Add Spark to the Lackluster M&A Market. ACG Network, November 2001.

The Impact of Goodwill Impairment on Public Companies: The Early Adopters. Shannon Pratt’s Business Valuation Update,September 2002.

Mr. Asbra graduated summa cum laude from the University of Southern California with a B.S. in business administration. He holdsthe designation of Chartered Financial Analyst and is registered with FINRA as a General Securities Representative (Series 7 and63) and a Limited Representative – Investment Banking (Series 79).

Biographies

55

Brian J. Marler

Mr. Marler is a Senior Vice President in Houlihan Lokey’s Los Angeles office, where he is a member of the Media & TelecomGroup. His experience includes valuing closely held and publicly traded businesses and providing financial advisory services in arange of transactions including mergers, acquisitions, spin-offs, sales, repurchases of minority and controlling interest blocks, andother corporate finance activities. He has also provided valuations for tax and financial reporting purposes, gift and estate taxpurposes, ESOPs, and dispute analysis.

Mr. has performed complex financial analyses and has broad experience in valuing intellectual property in the media andentertainment industries. He has worked extensively with leading media, sports and entertainment companies, including SonyPictures, NBC, DreamWorks, Warner Bros., Comcast, Major League Baseball, House of Blues, Gray Television and Six Flags.

Mr. Marler speaks and writes frequently on the media, sports and entertainment industries and co-authored: Intellectual PropertyValuation. Intellectual Property in Business Transactions. Oakland, California: Continuing Education of the Bar; 2008.

Before joining Houlihan Lokey, Mr. Marler was a controller at Polygram Filmed Entertainment, responsible for financial reporting,film accounting, and budgeting. Earlier, he was a member of Spelling Entertainment’s corporate finance group, responsible foraccounting, budgeting, strategic analyses and SEC reporting.

Mr. Marler earned a B.S. in business administration/finance from California State University at Northridge and an M.B.A. from theUniversity of Southern California. He holds the designation of Chartered Financial Analyst and is registered with FINRA as aGeneral Securities Representative (Series 7 and 63) and a Limited Representative – Investment Banking (Series 79).

Biographies

56

Maria Anguelova Sayegh

Ms. Sayegh is an Associate in Houlihan Lokey’s Los Angeles office, where she is a member of the Media and Telecom Group. Herresponsibilities include valuations of public and private capital (debt and equity), fairness and solvency opinions, and othertransaction and non-transaction related financial advisory services for clients in the media and entertainment industries.

During her career at Houlihan Lokey, Ms. Sayegh has worked with such notable companies as Cablevision, Crown Media, FoxEntertainment Group (News Corp.), Metro-Goldwyn-Mayer Studios, Netflix, Sony Pictures, Technicolor, The Weinstein Company,William Morris Endeavor, and Yankees Entertainment and Sports Network.

Before joining Houlihan Lokey in 2007, Ms. Sayegh spent five years working in the middle-market investment bank HadleyPartners, where she focused on mergers and acquisitions, financings and strategic advisory engagements in a broad range ofindustries including media and entertainment.

Ms. Sayegh earned her M.B.A. with a concentration in finance from the University of California at Riverside, and a bachelor ofinternational business relations degree from the University of National and World Economy, in Sofia, Bulgaria. She is registeredwith FINRA as a General Securities Representative (Series 7 and 63) and a Limited Representative – Investment Banking (Series79).

Certification

Certification

58

Certification

We certify that, to the best of our knowledge and belief:

the statements of fact contained in this Report are true and correct.

the reported analyses, opinions and conclusions are limited only by the assumptions, qualifications, limitations and conditions set forth in thisReport, the engagement letter pursuant to which this Report was prepared or those that were otherwise disclosed by Houlihan Lokey or anyof its employees or affiliates, and are our personal, impartial and unbiased professional analyses, opinions and conclusions.

we have no present or prospective material personal financial interest in the entity or property that is the subject of this Report, and we haveno material personal financial interest with respect to the parties involved with this assignment, except, in each case, any interest that may bedisclosed in this Report or the engagement letter pursuant to which this Report was prepared, or any interest that was otherwise disclosed byHoulihan Lokey or any of its employees or affiliates.

we have no personal bias with respect to the entity or property that is the subject of this Report or the parties involved with this assignment.

Houlihan Lokey’s engagement to prepare and deliver this Report was not contingent upon developing or reporting predetermined results.

Houlihan Lokey’s compensation for completing this Report was not contingent upon the development or reporting of a predetermined valueor direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or theoccurrence of a subsequent event directly related to the intended use of this Report.

our analyses, opinions and conclusions were developed, and this Report has been prepared, with the intent of being in conformity with theUniform Standards of Professional Appraisal Practice as set forth by the Appraisal Standards Board of the Appraisal Foundation.

no one provided significant professional assistance to the persons signing this certification, other than the deal team members noted below.References to “we” or “our” contained herein are only to the undersigned principal appraisers, and not to Houlihan Lokey or any of itsaffiliates or other employees.

Principal Appraiser:

___________________________________Marc Asbra

Director

Principal Appraiser:

___________________________________Brian Marler

Senior Vice President

Contributing Appraisers:Maria SayeghJordan Zelik

Limiting Factors and Other Assumptions

Limiting Factors andOther Assumptions

60

If any supplemental information (written or oral) or other documents were provided by Houlihan Lokey regarding the matters setforth in this report, then this report is incomplete without reference to, and should be viewed solely in conjunction with, suchinformation or other documents. This report, and any supplemental information or other documents provided in connectionherewith (collectively, the “Report”) is provided solely for the benefit of SPE by Houlihan Lokey Financial Advisors, Inc.(“Houlihan Lokey” or “we”) for the purpose set forth herein and may not be relied upon by any other person or entity or used forany other purpose. Use of the Report by any third party is at the sole risk of that party, and access to the Report by any third partydoes not create privity between Houlihan Lokey and any such party. We have agreed to provide the Report for the benefit of SPEonly if it is subject to this statement of Limiting Factors and Other Assumptions. Accordingly, SPE’s acceptance of the Report shallautomatically constitute the Company’s legally binding acceptance, for consideration SPE agrees to be sufficient, of this statement ofLimiting Factors and Other Assumptions. If SPE does not agree to any portion of this statement of Limiting Factors and OtherAssumptions, the Report must be immediately returned to Houlihan Lokey. This statement of Limiting Factors and OtherAssumptions is in addition to any other assumptions, qualifications, limitations, conditions or restrictions set forth in the Report, orthose set forth in our engagement letter or that have otherwise been disclosed by Houlihan Lokey or any of its employees oraffiliates. Any defined terms used in this statement of Limiting Factors and Other Assumptions shall have the meanings set forth inthis statement of Limiting Factors and Other Assumptions, even if such capitalized terms have been given different meaningselsewhere in the Report. Any undefined terms used in this statement of Limiting Factors and Other Assumptions shall have themeanings set forth in the Report. Any portion of this statement of Limiting Factors and Other Assumptions might have had an effecton the contents of the Report and any conclusions reached herein.

The Report is based on financial, economic, market and other conditions, the condition of GSN, and the purchasing power of thecurrency stated in the Report, as of the Valuation Date. Any conclusions contained in the Report are effective only as of theValuation Date. Unanticipated events and circumstances may occur and actual results may vary from those assumed. The variationsmay be material and Houlihan Lokey assumes no responsibility for any such variations. Subsequent events that could affect theconclusions set forth in the Report include, without limitation, adverse changes in industry performance or market conditions andchanges to the business, financial condition and results of operations of GSN. Except as expressly contemplated by HoulihanLokey’s engagement letter, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise, reaffirm or withdrawthe Report. Any events occurring after the Valuation Date have not been considered, and we have no obligation to update theReport for such events or otherwise comment on or consider such events. Future services regarding the subject matter of the Report,including, but not limited to, testimony or attendance in court, shall not be required of Houlihan Lokey unless otherwise agreed to inwriting.


61

Possession of the Report, or a copy thereof, does not carry with it the right of publication or distribution to or use by any thirdparty. No change to any part of the Report may be made by anyone other than Houlihan Lokey, and Houlihan Lokey shall have noresponsibility for any such unauthorized change. The Report (including, without limitation, any conclusion of value or the fact thatHoulihan Lokey prepared the Report) may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referredto, in whole or in part, except to the extent set forth in the written terms of Houlihan Lokey’s engagement letter. Notwithstandinganything to the contrary set forth herein, Houlihan Lokey imposes no restrictions on the disclosure by SPE of any oral or writtenstatement related to taxes provided by Houlihan Lokey, and all materials of any kind (including opinions and other analyses)provided to SPE in relation to such statement; provided, however, that if SPE plans to disclose information pursuant to this sentence,SPE shall inform those to whom it discloses any such information that they may not rely upon such information for any purposewithout Houlihan Lokey’s prior written consent.

Houlihan Lokey does not provide, and this Report shall not constitute, tax advice. Houlihan Lokey is not an expert on, and nothingcontained in the Report should be construed as advice with regard to, legal, accounting, regulatory, insurance, environmental,engineering, tax or other specialist matters. Houlihan Lokey assumes that SPE has consulted with appropriate professionals withrespect to such matters. No opinion is given by Houlihan Lokey as to any title to, or legal status of, any assets, properties or businessinterests, which may be involved, whether real, personal, tangible or intangible. Unless otherwise stated and considered in theReport, title to any assets, properties and business interests is assumed to be good and marketable, and all assets, properties andbusiness interests are assumed to be free and clear of any or all liens or encumbrances. Unless otherwise noted herein, HoulihanLokey has not been requested to make, and has not made, any physical inspection or independent appraisal or evaluation of any ofthe specific tangible assets or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company. HoulihanLokey has relied on the representations made concerning the value and useful condition of all equipment, real estate, investmentsused in the business, and any other assets or liabilities, unless otherwise stated and considered in the Report.


62

Unless otherwise stated and considered in the Report, Houlihan Lokey assumes that GSN has complied with all applicableinternational, federal, state and local regulations, codes, ordinances, statutes and laws (including, without limitation, usage,environmental, zoning and similar laws and/or regulations), and that all required licenses, certificates of occupancy, consents orother legislative or administrative authority from any international, federal, state and local government or private entity ororganization have been or can be obtained or renewed for any use on which any conclusions contained in the Report are based.References to any law, regulation, rule or pronouncement or any agreement to which GSN, SPE or any other party, is subject, arefor informational purposes only. Neither the Report nor any of its contents (including any such reference) addresses whether anyanalyses prepared by, or conclusions reached by, Houlihan Lokey are in compliance with, or are otherwise in accordance with, anysuch law, regulation, rule, pronouncement or agreement. No representation is made in the Report, either directly or indirectly, as tothe accuracy or applicability of any definitions set forth in the Report or their sufficiency for any general or particular purpose otherthan setting forth the scope of the Report. Houlihan Lokey makes no representation as to whether the Report complies with anystandards, guidelines, rules or procedures prescribed by any valuation association or any other group or organization.

The budgets, projections and estimates contained in the Report may or may not be achieved and differences between projectedresults and those actually achieved may be material. We have been advised, and have assumed, that such budgets, projections andestimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of thefuture financial results and condition of GSN, and we express no views with respect to such budgets, projections or estimates or theassumptions on which they are based. Houlihan Lokey (a) has relied upon and assumed, without independent verification, theaccuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey,discussed with or reviewed by Houlihan Lokey, or publicly available, and does not assume any responsibility with respect to suchdata, material and other information (including, without limitation, conformity or non-conformity with generally acceptedaccounting principles and/or other guidelines established by regulatory or other governing bodies), (b) makes no representation orwarranty (express or implied) in respect of the accuracy or completeness of such information and (c) has relied upon the assurancesreceived by it that there are no facts or circumstances that would make such information inaccurate or misleading. Houlihan Lokey’swork with respect to any information did not constitute an audit, review, examination, compilation or agreed upon proceduresengagement with respect to such information in accordance with standards established by the American Institute of Certified PublicAccountants or any other organization, and, accordingly, we do not express any audit opinion or any other form of assurance onsuch information. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has beenno change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of GSN since therespective dates of the most recent financial statements and other information, financial or otherwise, provided to us that would bematerial to our analyses.


63

The information presented in the Report is included solely to assist in the development of any conclusions reached herein. Theinformation may contain departures from generally accepted accounting principles and/or other guidelines established by regulatoryor other governing bodies. We express no opinion or other assurances on the information presented and it should not be used forany purpose other than to assist SPE in understanding the Report. Any analyses, conclusions or estimates presented in the Report,apply to the Report only and may not be used out of the context presented herein. Certain financial data reviewed in connectionwith the preparation of the Report may have been derived from financial statements provided to us. The original financial statementsmay include disclosures required by generally accepted accounting principles. Those disclosures may not be repeated herein, andthose who are not informed about such matters should refer to the original financial statements. The materials may not reflectinformation known to other professionals in other business areas of Houlihan Lokey and its affiliates.

The analyses performed by Houlihan Lokey set forth in the Report are not necessarily indicative of actual values or actual futureresults, which may vary significantly. Houlihan Lokey assumes no responsibility for any such variations. Any valuation is only anapproximation, subject to uncertainties and contingencies, all of which are difficult to predict and beyond the control of the firmpreparing such valuation and, thus, a valuation is not intended to be, and should not be construed in any respect as, a guarantee ofvalue. Any analyses relating to the value of GSN, or any of its securities, assets, businesses or securities, do not purport to reflect theprices at which GSN, or such assets, businesses or securities may actually be sold. For various reasons, the price at which GSN, orsuch assets, businesses or securities might be sold in a specific transaction between specific parties on a specific date might besignificantly different than those set forth in the Report. The issuance of the Report by Houlihan Lokey does not represent anassurance, guarantee or warranty that GSN will not default on any obligations, nor does Houlihan Lokey make any assurance,guarantee or warranty that any covenants, financial or otherwise, associated with any financing will not be breached or violated inthe future. The scope of the financial analysis contained herein is based on discussions with SPE and GSN (including, withoutlimitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied,as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose.

Any actions or decisions taken or made by SPE should be based on its own judgment and the decision process should consider manyfactors other than the contents of the Report. The Report cannot be a substitute for SPE to perform the proper level of due diligencerequired to make any decision in connection herewith. Any conclusions set forth in the Report are not intended by Houlihan Lokey,and should not be construed, to be investment advice in any manner whatsoever, or a recommendation to buy or sell any assets orsecurities of GSN. Houlihan Lokey assumes no responsibility for any financial and tax reporting judgments, which are appropriatelythose of SPE. SPE accepts the responsibility for any financial statement and tax reporting issues with respect to the assets, businessesor securities covered in the Report, and for the ultimate use of the Report and the analyses contained herein.


64

The Report does not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place anysecurities, to extend or arrange credit, or to provide any other services. Houlihan Lokey and its affiliates (collectively, the “HoulihanLokey Group”), engage in providing investment banking, securities trading, financing, and financial advisory services and othercommercial and investment banking products and services to a wide range of institutions and individuals. In the ordinary course ofbusiness, the Houlihan Lokey Group and certain of its employees, as well as investment funds in which they may have financialinterests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and othersecurities and financial instruments (including bank loans and other obligations) of, or investments in, one or more parties or entitiesrelevant to the matters set forth in the Report and their respective affiliates or have other relationships with such parties or entities.With respect to any such securities, financial instruments and/or investments, all rights in respect of such securities, financialinstruments and investments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. Inaddition, the Houlihan Lokey Group may in the past have had, and may currently or in the future have, financial advisory or otherinvestment banking relationships with various parties or entities, including parties or entities that may have interests with respect toone or more parties or entities relevant to the matters set forth in the Report, from which conflicting interests or duties may arise.Although the Houlihan Lokey Group in the course of such other activities and relationships may acquire information about suchparties or entities, the Houlihan Lokey Group shall have no obligation to, and may not be contractually permitted to, disclose suchinformation, or the fact that the Houlihan Lokey Group is in possession of such information, to SPE or to use such information onSPE’s behalf.

The Report assumes that GSN will continue to operate as a going concern. Valuation methodologies that estimate the worth of anenterprise or its assets as a going-concern are predicated on numerous assumptions pertaining to prospective economic, operatingand regulatory conditions. Any conclusions set forth in the Report are based on the assumption that the current level of managementexpertise and effectiveness would continue to be maintained and that the character and integrity of the enterprise through any sale,reorganization, exchange, or diminution of such management’s participation would not be materially or significantly changed. TheReport does not entail an evaluation of management’s effectiveness, nor are we responsible for future marketing efforts and othermanagement or ownership actions upon which actual results will depend.

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