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Privileged and Confidential

Starz Deal Summary January 29, 2009. Privileged and Confidential. Deal Summary. Secured 3 year extension to the Starz deal Original deal expired with December 2013 theatrical releases; new deal provides Sony security of a Pay TV deal through December 2016 theatrical releases

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Privileged and Confidential

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  1. Starz Deal Summary January 29, 2009 Privileged and Confidential

  2. Deal Summary • Secured 3 year extension to the Starz deal • Original deal expired with December 2013 theatrical releases; new deal provides Sony security of a Pay TV deal through December 2016 theatrical releases • License fees and bonus continue to be above market • New deal provides framework for Starz services on the internet, helping to ensure premium access and premium messaging • Suggested list price at premium levels • Cap on number of subscribing households • Deal expands Sony’s rights to offer on-demand services before and during the Starz windows

  3. Agenda • Opportunities for Sony Platforms • Internet Terms for Starz Play Service • Output deal terms • Rate card and bonus • Title caps / qualifications

  4. Opportunities for Sony Platforms

  5. Expanded On-demand Rights • In exchange for substantial license fees, our previous Starz deal licensed exclusive rights to our films during the Pay window through 2013 • Like other Pay TV channels (HBO, Showtime) Starz’ exclusivity placed certain restrictions on the studio’s ability to offer on-demand services through traditional customers (MSOs, DBS) and owned platforms (BIVL/ PSN) • Under our new deal through 2016, we have significantly improved our ability to offer on-demand services including some new rights specific to Sony-owned platforms

  6. Summary of Rights

  7. Pay 1 Triggers Timeline of Windows* Theatrical Release Home Video PPV / VOD (Standard or Day & Date) Pay 1 Window: No Black; 16 mos. current, 18 mos. in extension (was 15 plus black) Home Theater / Early Window No Pay 1 trigger 10 months from theatrical (was 12 months) 4.5 months from Home Video (was 6 months) 3.5 months from VOD (was 8 months; not necessary with home theater carve-out) 3.5 months from PPV (was 6 months) * Special rules apply to Thanksgiving, Chanukah and Christmas themed pictures.

  8. Possible Offerings for Sony Platforms • FOD exhibition Bundled with Sony Product: • When is this available to BIVL / PSN ?Prior to the Starz window • What exhibition rights does it cover? A free on-demand exhibition of any picture can be bundled with purchase of a Sony device that retails for ≥$100 • Any other limitations?  Picture can be exhibited to consumers that purchased the bundle (but not to BIVL installed base).  Exhibition window limited to maximum of 2 months for each picture  • Home Theater: • When is this available to BIVL / PSN?Can be offered 4 weeks on either side of the theatrical release (at price ≥ 300% of Avg. Theatrical Admissions) or for 60 day window starting 4 weeks after theatrical through home video date (at price ≥ 200% of Avg. Theatrical Admissions) • What exhibition rights does it cover? Must be offered as a PPV/VOD product (transaction charge for viewing, 72hr max viewing period) • Any other limitations? Any Home Theater offering would be subject to other considerations (e.g., theatrical exhibitor relations)  • PPV/VOD: • If operating as a service with PPV/VOD functionality, BIVL/PSN could exercise PPV/VOD rights on SPE Pictures • When is this available to BIVL/PSN?  In the standard PPV/VOD window (currently 30-45 days after theatrical release) • What exhibition rights does it cover?  Transactional PPV (exhibitions starting at intervals selected by BIVL) and VOD (exhibitions starting at time selected by consumer) • Any other limitations?  PPV/VOD parameters are: • 72-hour viewing period • Per-transaction charge made to the consumer (subject to deemed minimum retail prices) for each viewing • SVOD: • BIVL/PSN could also be able to take advantage of an MFN that gives an SPE affiliate access to the Starz Play SVOD service delivered over the Internet.  The exhibition window would be the same as Starz' pay window and, if BIVL/PSN ended up availing themselves of the MFN, SEL would need to obtain the distribution rights directly from Starz

  9. Internet Terms for Starz Play Service

  10. Overview of Internet Approach • Overall philosophy is to ensure that online Starz is offered on a premium basis, primarily by video-based services • A cap on total internet subscribers ensures service is offered to no more than roughly half of broadband households • Suggested list prices help ensure service is positioned as premium • Online services may offer actual prices below suggested list prices; however those subscribing at a discount will be counted as multiple subscribers against the cap • Marketing and messaging further ensure premium positioning • Most SOD restrictions that applied under the previous deal (e.g., maximum of 72% of titles available at one time) continue to apply on the internet

  11. Internet SOD: Overview Open Internet* TV + Broadband DSL Only (cable TV + broadband) Examples (DSL) Available as an ALC “add-on”or part of a premium DSL tier each with suggested list pricing No offers marketed as “free” Available as an ALC “add-on”or part of a premium video content tier each with suggested list pricing No offers marketed as “free” Starz Play only marketed as part of packages that include TV (e.g., double play / triple play). Must include an ALC offer with suggested list pricing No offers marketed as “free” Premium Subscriber Caps to Encourage Premium    Incremental Compensation  * Customers that subscribe through an MSO’s web site (e.g. Fancast) will be considered “Open Internet” subscribers if they do not receive broadband from the MSO (e.g. Comcast) and subscribers through a telco’s web site will be considered “Open Internet” subscribers if that web site is not specifically dedicated to the telco’s DSL customers

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

  13. HH Cap Internet SOD: Household Cap and Rate card Subscriber Cap Adjustment Rate card • Cap applies to all instances of Starz Play (TV+BB, DSL Only, and Open Internet) • Household cap for Starz Play is 35MM in 2009; growing to 50MM in 2012 • Starting 2013, cap grows as a % of growth in high-speed internet households (but never less than 50MM) • Subscribers purchasing below suggested list prices are included as multiple subscribers against the cap • Example: • Rate card applies to Open Internet subscribers only (excluding Netflix) • Total annual fees to SPE capped at $20MM (expected value is less than $20MM as much of cap likely to be filled by TV+BB and DSL Only subs) • Litigation settlement terms (Netflix): $2MM per year for next 3 yrs (if Netflix terminates, SPE receives single $2MM payment)

  14. Other SOD Restrictions (Applies on Cable, Satellite, IPTV and Internet) • Titles may be available for no more than 72% of the days of the linear license period • Titles may only be available on SOD during a month of linear exhibition (with limited exceptions for SOD premieres): 120 days across up to 10 Starz channels for each of pay 1 (16-18 months) and pay 2 (13 months) • SOD for cable (or mobile) is only as an "add-on" to a linear service, no stand-alone SOD except on the Internet • Titles cannot be more than 50% of the SOD titles on the service in any calendar quarter • Imposed up-to-date content protection requirements and usage rules on Starz

  15. Title Caps / Qualifications

  16. Title Caps/Qualifications for 2009 – 2013 Theatrical Releases A Total Cap of 50 Films Released Per Year Acquired from up to 2 sources per Year (unless MGM) “A” Films (Sony Releases - e.g., Columbia or Screen Gems) ≤6 Sony Rent-A-System Films “B” Films (e.g., Acquisitions) SPC Films 15 25 10 (lower rate card than “A”/SPC titles) ≤4 Third Party Rent-A-System Films (SPC films can fill “A” slots if there are open “A” slots in that Year) (Excess “A” films may fill “B” slots if available) Acquired from a single source per Year (SPC films can also fill “B” slots if there are open “B” slots in that Year)

  17. Qualifications Chart for 2009 – 2013 Theatrical Releases (1) The 800 screen minimum does not apply to (A) SPC films designated as overflow “A” category films, or (B) up to 3 qualifying films per Year, provided those films have EITHER (i) P&A greater than $20M OR (ii) release on at least 550 screens at widest point of theatrical release in the Territory.

  18. Film Qualifications Film Qualifications. Subject to the exceptions or exclusions described below, the new Starz agreement covers films that: • Are Feature Length (75 mins., including credits) • Are Theatrically Released by an SPE Group Member in the Territory (except for Third Party RAS Pictures), meaning that SPE Group member did ANY 3 of the following: • Booked US theaters • Selected US release date • Controlled 100% of US theatrical Film Rentals* • Controlled/had final approval over US theatrical marketing plans* • Controlled/had primary responsibility for US theatrical ad buys* • * Note: SPE may engage third parties under SPE control • Are Rated “R” or less restrictive. • Have an Initial Theatrical Release during the Term. • A narrow exception to Initial Theatrical Release exists for Home Theater exhibitions. • Meet the “Minimum Requirements”: each film must have EITHER (a) P&A of at least $250k and theatrical release on at least 20 screens OR (b) at least $4.5M negative cost. • No recorded live event programs (concerts, stage plays, musicals, dance performances and sports), but motion pictures that are not recordings but are documentaries or dramatizations are included. • “Additional Elements” with respect to a Picture are: • 50% or more of total P&A expenses incurred by SPE Group Member, either directly or via financiers/investors. • Arises out of script/screenplay/property developed by SPE Group Member • Produced under control/direction/supervision of an SPE Group Member • SPE Group Member was responsible for at least 25% of negative costs • Picture based on underlying property owned/controlled by SPE Group Member • At time of Theatrical Release, all US Home Video and TV rights are owned/controlled by SPE Group Member.* * Note: If a Picture only satisfies the final Additional Element and is produced by a Major Studio, Lionsgate or Weinstein, or any company with a home video distribution unit, it shall be classified as a Sony Rent-A-System Film. • Right of First Negotiation/Refusal: Starz has a right of first negotiation and first refusal for pictures (other than Third Party Rent-A-System Films) that exceed the caps above, or fail to meet the Minimum Requirements, or are not Feature Length.

  19. Title Caps/Qualifications for 2014 – 2016 Theatrical Releases A Total Cap of 50 Films Released Per Year Acquired from up to 2 sources per Year (unless MGM) “A/B” Films (e.g., Columbia, Screen Gems or Acquisitions) ≤6 Sony Rent-A-System Films SPC Films 15 35 ≤4 Third Party Rent-A-System Films (SPC films can fill “A/B” slots if there are open “A/B” slots in that Year) Acquired from a single source per Year

  20. Qualifications Chart for 2014 – 2016 Theatrical Releases

  21. Caps on Films • Overall cap above anticipated output levels • Excess SPC films can spillover into A/B titles (1) FY08-FY12 based on FY09 Q1 forecast estimates.

  22. Rate card and Bonus

  23. Rate card and Bonus • Current term (2009 – 2013) • Rate card unchanged from 2009 – 2011 • Rate card reduced 12.5% for “A” titles including SPC titles during 2012 – 2013 • Annual Bonus of $47.5MM unchanged • Extension term (2014 – 2016) • Rate card reduced 35% from 2009 levels • Addition of low volume rate card discounts • Annual bonus of $38.7MM - $40MM (based on payment option selected by Sony) • Supercaps • No change through 2011 • Starting with 2012 releases: • The deal eliminates the current higher rate card for two pictures per year • No more than 4 total pictures (no more than 1 in any year) at the highest tier

  24. Rate card – 2009, 2010 and 2011 – Unchanged • For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2009, 2010 and 2011: • Starz will pay a license fee equal to 65% of the applicable License Fee in the above table for each “B” film, however, that in no event shall such license fee be greater than $7.0MM for any 3rd Party Rent-A-System Film

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

  26. Rate card – 2012 and 2013 • For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2012 and 2013: • 1 Picture in each of 2012 and 2013 may have a License Fee in either of the highest two tiers • Starz will pay a license fee equal to 65% of the applicable License Fee in the above table for each “B” film, however, that in no event shall such license fee be greater than $7.0MM for any 3rd Party Rent-A-System Film

  27. Rate card – 2014, 2015 and 2016 • For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2014, 2015 and 2016: • 1 Picture in each of 2014, 2015 and 2016 may have a License Fee in either of the highest two tiers • 3rd Party Rent-A-System Film fees capped at: 2/yr $6M each and 2/yr $5M each • Low volume rate card:

  28. Bonus • 2009 – 2013 – Unchanged • In addition to the license fees, Starz will pay the amounts set forth below on the dates set forth below for Years 2009, 2010, 2011, 2012 and 2013: • 2014 – 2016 • Starz shall pay to Sony, at Sony’s election (such election to be made on or before December 31, 2009), either: (a) $40 million on June 30 of each of 2015, 2016, and 2017; or (b) $38.73 million on March 15 of each of 2015, 2016, and 2017; or (c) $20 million on Feb 28/29 of each of 2015, 2016, and 2017 and $20 million on Oct 31 of each of 2015, 2016, and 2017.

  29. Bonus Schedule for 2014 – 2016 • The revenue recognition will be based on the NPV and not the sum of the cash • The difference is booked to interest income below the line NOTE: Assumes 5% discount rate.

  30. Appendix

  31. Overall Deal Terms Comments Terms

  32. Rights as Adjusted in New Starz Deal • PPV/VOD can occur at any time prior to or during the Starz window, however, the Starz window is triggered 3.5 months afterwards • Must be at an average wholesale price of at least $3.50 during the first part of Starz’ first pay window, $3.08 during the second part of Starz’ first pay window, and $1.53 during the second Starz pay window • Viewing period can be up to 72 hours • Same rules apply on cable and internet platforms (but no PPV/VOD can occur on cable/satellite/IPTV during Starz pay windows -- except for last three months of each pay window) • Some early VOD exhibitions may qualify as "home theater" and would be subject to home theater terms • Linear ad-supported strictly prohibited on all platforms until end of Starz windows • On-demand ad supported (FOD), prohibited prior to and during Starz window with exception of 2 titles per year bundled with Sony hardware, subject to the following restrictions: • Each of the 2 exception pictures can only be exhibited up to a maximum of 2 months (although exhibition of the 2 exception pictures can begin at any time) • Must be bundled with the purchase of a Sony product or service retailing for $100 or more per transaction • Pictures can be physically bundled on a widely used home entertainment format (e.g., on a Blu-ray disc) with Sony product/service retailing for more than $100/transaction up to 30 days prior to home video street date without triggering tolling period for Starz window (this is a distinct carve-out from the FOD bundle previously described)

  33. Rights as Adjusted in New Starz Deal (Cont’d) • Pictures can be physically bundled on “Limited Home Video Release,” meaning on a format that is not widely adopted. If a Limited Home Video Release occurs earlier than 30 days before the Initial Home Video Release (i.e., DVD/Blu-ray street date), the Limited Home Video Release will count as the Initial Home Video Release and will start the tolling period for the beginning of the first Starz window (4.5 months later) • EST can be offered any time; counts as DVD and triggers Starz window 4.5 months later • Must be at a wholesale price of not less than $6.95 (during pay 1) and $3.48 (during pay 2) • Pricing policy negotiated due to unusual nature of a pay provider allowing EST during pay windows • Pictures can be exhibited by means of "home theater" as early as 4 weeks prior to initial theatrical release (at price ≥ 300% of Avg. Theatrical admissions) or for a 60-day window starting 4 weeks after initial theatrical release through home video street date (at price ≥ 200% of Avg. Theatrical admissions). • Aside from the foregoing restrictions, "home theater" must otherwise comply with PPV/VOD terms (max 72 hr. viewing period, per-viewing fee charged to the consumer) • No subscription-based in-store download (e.g., Kiosks) prior to the end of first Starz pay window. • No subscription pay of any form until after the end of the second Starz window, except that between Starz pay windows SPE may exhibit up to 6 pictures (less than $50M DBO per picture) on an SPE-owned mobile subscription service for up to two months per picture.  Each such picture can only be exhibited up to 2 months per year

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