July 13, 2010 Presentation to Sony Pictures Entertainment

Presentation to Sony Pictures Entertainment July 13, 2010

Potential Strategic Alternatives for the Sony Pictures Music Publishing Catalog

Confidential

www.HL.com U.S. 800.788.5300 Europe +44.20.7839.3355 China +86.10.8588.2300 Hong Kong +852.3551.2300 Japan +81.3.4577.6000

Los Angeles • New York • Chicago • San Francisco • Minneapolis • Washington, D.C. • Dallas • Atlanta • London • Paris • Frankfurt • Hong Kong • Tokyo • Beijing Presentation to Sony Pictures Entertainment Table of Contents

Tab Introduction 1 Situation Overview 2 Valuation Observations 3 Tailoring a Process to Achieve Goals 4 Overview of Potential Acquirors and Lenders 5 Appendix Overview of Houlihan Lokey A Overview of the Capital Markets Group B Biographies C

Privileged and Confidential 1 Introduction Introduction Meeting Agenda

Houlihan Lokey appreciates the opportunity to present to Sony Pictures Entertainment (“SPE”) regarding the potential sale or financing of the Sony Pictures Music Publishing Catalog (the “Catalog”). This presentation will include:

 An overview of Houlihan Lokey, an introduction to the deal team, and our relevant industry and transaction experience;

 A preliminary discussion regarding the positioning of the Catalog’s key strengths for optimal valuation;

 A brief overview of the potential transaction process, including a discussion of the services and value we offer SPE; and

 A summary review of potential buyers and/or financing sources for the Catalog.

Privileged and Confidential 3 Introduction Houlihan Lokey Team - Senior-Level Attention and Total Commitment to Success

Mergers & Acquisitions Team

Jess Ravich (LA) Head of Debt Capital Markets

Lee Ann Gliha (LA) Andrew Walter (LA) Head of Media Practice Head of Entertainment Practice Chad Burns (SF) Stephen Lewis (LA) Senior Vice President Vice President

Michael Rybak (LA) Marcus Farrell (LA) Financial Analyst Financial Analyst

Capital Markets Private Equity Coverage David Misch (LA) Tad Flynn (NY) Managing Director Head of Equity Capital Markets Rit Amin (LA) Mark Goldman (LA) Senior Vice President Trading (Knight Capital) Managing Director Al Lhota (NY) Co-Head of Credit Sales

Sean Dowd (NY) Co-Head of Credit Sales

Privileged and Confidential 4 Introduction #1 Position Across All Product Categories

Corporate Finance Financial Advisory Financial Restructuring

 Fairness Opinions  Chapter 11 Planning Mergers and Acquisitions  Solvency Opinions  Restructuring Debt and Equity  Sellside & Buyside Transactions  Valuation Opinions  Debtor-in-Possession (“DIP”) Financing  Leveraged Transactions  Transaction Advisory Services  Exchange Offers  Minority Equity Transactions  Tax & Financial Reporting Valuation  Plans of Reorganization Capital Markets  Portfolio Valuation & Advisory Services  Distressed Mergers and Acquisitions  Derivatives Valuation & Advisory Services  Debt & Equity Private Placements  Dispute Resolution & Financial Expert  High Yield Opinions  PIPEs Financings  Liabilities Management  Special Situations Advisory

Ranked Among Top 10 M&A Advisors for #1 M&A Fairness Opinion Advisor Advised on over 500 Restructuring Transactions Ten Straight Years Valued in Excess of $1.25 Trillion

2009 M&A Advisory Rankings No. 1 Investment Banking Restructuring Advisor 2009 U.S. M&A Fairness Advisory Rankings U.S. Transactions Under $500 Million 2009 Number Number Number of Deals Rank Advisor of Cases Rank Advisor of Deals Rank Advisor 1 Houlihan Lokey 26 1 Houlihan Lokey 43 1 Houlihan Lokey 70 2 JP Morgan 23 2 Chanin Capital Partners/Duff & Phelps 23 2 Goldman Sachs & Co 50 3 Goldman Sachs & Co 21 3 * Mesirow Financial Holdings Inc. 22 3 * Lazard 45 4 Bank of America Merrill Lynch 17 3 * JP Morgan 45 3*Moelis&Co.LLC 22 5 Duff and Phelps 16 5 Bank of America Merrill Lynch 43 4 Jefferies & Co. 21 Source: Thomson Reuters * denotes tie. Sources:*Denotes No. tie 1 Investment Banking Restructuring Advisor 2008: Source: Thomson Reuters. TheDeal.comSource: The Deal Pipeline, Pipeline, February March 2010. 2009. Based Based on announcedon announced 2009 2008Chapter Chapter 11 engagements 11 engagements in which in an which institution an institution served as a served financial as a financialadvisor to advisor a major toparty-in-interest. a major party-in-interest.

Privileged and Confidential 5 Introduction Specialists In Intellectual Property

 Over the last 15 years Houlihan Lokey has provided financial advisory services related to film, television and music libraries for purposes of sale, acquisition, financing, strategic advisory, litigation support, fairness and solvency opinions  Equity Financing Sources, Banks, Lenders, Rating Agencies and Insurers rely upon Houlihan Lokey as an expert in evaluating intellectual property

Large Company Libraries

Sony Corporation of America,  Alliance Atlantis  Hallmark  The Walt Disney Company Providence Equity Partners, Texas Pacific Group, DLJ Merchant Banking Partners a portfolio company of  Artisan Entertainment  Kirch Media  Twentieth Century Fox and Comcast Corporation (the “Consortium”)  Cecchi Gori  Mediaset  Universal Studios have agreed to acquire

has been acquired by  DreamWorks SKG  Image  Village Roadshow  EM.TV  Polygram Filmed Entertainment  Warner Bros. for approximately $4.85 billion  Fox Family Europe  Sony Pictures Entertainment Financial Advisor Financial Opinion

Selected Other Libraries

 Axel Springer  Gaylord Entertainment  Mandalay Pictures

Gaylord Entertainment Company  Bohbot Communications  Kushner Locke  National Geographic has participated in a financing of has sold  Carolco Pictures  Lakeshore Entertainment  Phoenix Pictures Gaylord Film, Pandora Films, Screen Media Ventures, LLC Gaylord Sports Management Group, Gaylord Event Television,  Constantin Film AG  Landscape Entertainment  Red Envelope and Gaylord Production Company  DIC Entertainment  Largo/JVC Entertainment  Rysher Entertainment to Oklahoma Publishing Company  First Look Media  Lions Gate Entertainment  Sundance Television & Productions Sellside Advisor Financial Opinion  Fox Kids  Live Entertainment

Privileged and Confidential 6 Introduction Music Publishing Experience

Industry Experience  The Media, Telecom & Gaming Group has significant professional experience in the music publishing industry, having advised on numerous M&A, financing and restructuring transactions in the sector. Over the last 15 years, we have worked with numerous companies in the music industry, including:

32 Records

Corinthians

Frank Zappa Privileged and Confidential 7 Introduction Capital Markets Expertise

 The Houlihan Capital Markets Group has extensive experience  Experience with all products across the capital structure: with over $250 billion (USD)1 in aggregate financings completed by the firm’s senior finance group professionals Equity and Equity-Linked  The Houlihan team leverages its extensive footprint to provide  IPO & Follow-on Advisory access to Senior Debt, Private Mezzanine Capital, High Yield,  PIPEs & Registered Directs Public & Private Equity, Hedge Funds and Other Institutional  Sponsor PIPEs Investors  Private Equity Placement – Private Companies  Convertible Structures – Private & Advisory  Unlike many other Investment Banks, Houlihan is free of any  At-the-Market Equity Offerings conflicts of interest with prospective investors  Rights Offerings  Houlihan does not provide Prime Brokerage services to  Tenders & Exchanges Hedge Funds  Houlihan is product agnostic versus other banks that favor Debt products that benefit their balance sheet  Revolving Credit Facilities  Term Loans  Houlihan’s model is customized versus volume oriented  Second Liens firms that are focused on league table credit versus optimal  Private Mezzanine execution  High Yield  The Capital Markets Group works directly with Knight Capital  Preferred/Structured Capital and investors. As such, they are not several levels removed from the direct investor feedback providing invaluable Liability Management immediacy of feedback and insight  Open Market Repurchases – Bank Debt & Bonds  The team has the experience and expertise to structure and  Tender Offers intermediate transactions to fit the needs of both the issuer and  Exchange Offers the investor(s) across all strategic financing applications:  Consent Solicitations  Amendments  Leveraged Buyouts  Leveraged ESOPs  Acquisition Financings  Dividend Recapitalizations  Growth Capital  PIPEs Financings  Refinancings  Special Situations (1) Includes transactions by members while at previous employers Privileged and Confidential 8 Situation Overview Situation Overview Catalog Summary

Stable income streams  The Sony Pictures Music Publishing Catalog (the “Catalog”) consists of over 350,000 with good future instrumental cues and portions of over 10,000 “songs” (titled score cues from albums, in visibility which SPE owns 100% of the copyright, as well as songs with lyrics, in which SPE owns smaller percentages of the copyrights), all derived from approximately 425 films and 320 television titles (including tens of thousands of individual episodes produced from 1993 to $14.4MM of total NPS the present). (3 year average)  Most of the instrumental score cues are owned 100% by SPE, while SPE owns 50% or less of the copyrights in the songs.

Unique intangible asset  SPE is currently evaluating the monetization of the Catalog. with a blue chip name and recognizable brands ($ in millions) Impact of Excluding Revenues and Participations 4 Year 3 Year Average NPS, net of 2007 2008 2009 2010 Average Average Total Revenue $12.4 $14.0 $15.1 $14.0 $13.9 $14.4 admin fees and Revenue Excluded from Sale (1.3) (1.0) (1.6) (1.8) (1.4) (1.5) participations, to be sold Revenue Included for Sale $11.1 $12.9 $13.5 $12.2 $12.4 $12.9 is currently estimated at Estimated Participations on Included Revenue (2.5) (2.7) (3.5) (2.8) (2.9) 3.2 $9.7MM Estimated Participations % (23.0%) (21.0%) (26.0%) (23.0%) (23.0%) 25.0% Participation % to be used in the deal 25.0% 25.0% Average NPS to be sold $9.3 $9.7

Privileged and Confidential 10 Situation Overview Key Objectives of SPE

Gain from sale of the Catalog in current fiscal year

Access to the Catalog for use in current and future productions

Continued administration of participations by SPE

Continued administration of Catalog by Sony/ATV

Cash proceeds from sale of the Catalog

Houlihan Lokey believes we can meet SPE’s objectives through a robust process involving multiple types of buyers and flexibility on structuring

Privileged and Confidential 11 Valuation Observations Valuation Observations Valuation Summary

 The table below summarizes valuation indications from multiple, DCF and LBO analyses under a variety of structures

Valuation Range ($ Multiple of Valuation Drivers Sony Considerations Buyer Considerations in MM) NPS to be Sold Multiple of 3 Year Recent transaction 1 $68 – $87 7.0x – 9.0x Indicative value based upon current market activity Average NPS multiples

Sale to Strategic Not DCF @ 12.0% w/8.0x Strategic buyers may pay 2 Retaining Sony/ATV as $66 – $83 exit and 5.0% true cost – 8.6x Loss of control6.8x higher price for control Admin of administrative fees Implied IRR of 10% to 15% Lack of control Sale to Strategic DCF @ 12.0% w/8.0x Limited to no likely 3 Retaining Sony/ATV as $63 – $80 exit and 10% admin fee 6.5x – 8.3x Unlikely to find equity buyers Admin to Sony/ATV sponsors targeting IRR of 10% to 15% Sale to Financial Discount for lack of control LBO driven by 15% - 4 Retaining Sony/ATV as $44 – $59 – 6.1x Lower price4.5x and required IRR reflected in 20% IRR to equity Admin price Passive investment with low Sale to a Financial Retain control Retaining Sony/ATV as LBO driven by 20.0% - effective taxes due to 5 – $73 6.8x – 7.5x$66 Admin and Utilizing 25.0% IRR to equity Requires seller amortization of purchase price financing Seller Note Financing Implied IRR of 20% to 25% Sale to a Financial Retaining Sony/ATV as Retain control Slight increase in price possible Admin and Utilizing LBO driven by 20.0% - 6 $67 – $74 6.9x – 7.7x due to buyer NOLs that shield Seller Note Financing 25.0% IRR to equity Requires seller financing remaining taxes (Buyer has pre-existing NOLs)

Privileged and Confidential 13 Valuation Observations Benefits of Providing Seller Financing

 Providing financing to a prospective buyer will enable SPE to:  Achieve maximum gain on the sale  Retain control over its copyrights in sale to financial sponsor  Retain a second lien over the Catalog and position itself to retake control in the case of financial hardship by the buyer  Secure a positive yield on a portion of the cash proceeds

 Flexibility on pricing and terms of seller financing will allow buyers to pay more for the Catalog

SPE Perspective of Seller Financing ($ in millions)

Fiscal Year Ended March 31, 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E PF Capitalization Cash Proceeds from Purchase Price $43.4 ------Adj. NPS Seller Note Cash Interest (9.0%) - 4.5 4.4 4.1 3.6 3.1 2.5 1.9 1.3 0.7 0.2 PF Capitalization Amount Multiple Seller Note Principal Paydown - 0.0 0.0 0.0 0.0 2.5 6.4 6.7 7.1 7.5 3.6 TLA (1st Lien) $24.1 2.5x Cash Returns $43.4 $4.5 $4.4 $4.1 $3.6 $5.6 $8.9 $8.7 $8.4 $8.2 $3.7 New Equity 19.3 2.0x Cash Proceeds $43.4 4.5x Period to Discount 0.00 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 Seller Finance (2nd Lien) 33.8 3.5x Discount Factor @ 8.8% 1.00 0.96 0.88 0.81 0.75 0.69 0.63 0.58 0.53 0.49 0.45 Total Proceeds $77.2 8.0x PV of Cash Returns $43.4 $4.3 $3.9 $3.3 $2.7 $3.8 $5.6 $5.0 $4.5 $4.0 $1.7

PV of Free Cash Flow $82.3

NPV of Proceeds to Sony Implied 3-Year Average NPS Multiple Sony's Cost of Capital Sony's Cost of Capital 7.0% 8.0% 8.8% 10.0% 11.0% 7.0% 8.0% 8.8% 10.0% 11.0% $85.6 $83.7 $82.3 $80.2 $78.7 8.9x 8.7x 8.5x 8.3x 8.2x

Privileged and Confidential 14 Valuation Observations 1. Recent Comparable Transactions

Purchase Price NPS Songs in Year Target Purchaser ($ million) ($ million) NPS multiple catalogue 2010 Bug Music (Pending) NA $250.0-300.0 $25.0 10.0x-12.0x 250,000 2010 Adage IV BMG Rights Management NA NA NA NA 2010 Cherry Lane BMG Rights Management 70.0 NA NA NA 2009 Crosstown Songs Catalog BMG Rights Management 50.0-70.0 NA 12.0x-13.0x 8,000 2009 Spirit Music Group Pegasus Capital (PE) 55.7 5.6 10.0x NA 2009 Clark Datchler/Johnny Hates Stage Three (PE) NA NA NA NA 2009 Rogers & Hammerstein ABP (Pension Fund) 200.0 NA NA NA 2008 Boosey & Hawkes Imagem Music (PE Dutch Pension Fund ABP) 247.0 25.5 9.7x NA 2008 Death Row Records Global Music Group 24.0 NA NA NA 2008 MasterSource Universal Music Publishing NA NA NA NA 2008 Zomba UK, 19 Songs, 19 Music, and BBC catalogues CPM/ABP 189.0 12.6 15.0x NA 2007 Wind Up Publishing State One (PE) 37.5 2.5 15.0x 500 2007 Windswept II & Trio/Quartet Catalog Bug Music (PE) 140.0 8.8 15.9x 35,600 2007 Pump Audio Getty Images 42.0 NA NA NA 2007 Leiber & Stoller Catalog Sony/ATV 50.0 3.1 16.1x 7,500 2007 Dimensional Music Publishing State One (PE) 87.5 4.5 19.4x 19,000 2007 Hall & Oats Catalog Primary Wave (PE) NA NA NA NA 2007 Michael Masser Catalog Universal Music Group NA NA NA NA 2007 Famous Music Sony/ATV 370.0 19.5 19.0x 125,000 2007 EMI Group (represents EBITDA multiples) Terra Firma (PE) 4,730.0 255.7 18.5x NA 2006 Rykomusic & Warlock Music Evergreen Copyright Acquisitions 25.0 2.0 12.5x NA 2006 Securitization Chrysalis 260.0 12.8 20.3x NA 2006 Music & Media Catalog MPCA 19.0 1.2 15.8x 10,000 2006 Nirvana/Kurt Cobain Catalog (25% share) Primary Wave (PE) 200.0 12.5 16.0x 200 2006 BMG Music Publishing Universal Music Publishing 2,096.0 218.3 9.6x NA 2005 Mosaic Music Stage Three (PE) 40.0-50.0 2.8 14.3x-17.9x 10,000 2004 DreamWorks Music Publishing Dimensional Associates (PE) 50.0 4.6 10.9x 7,000 2004 Jobete Music (20% share) EMI Music Publishing 109.0 28.7 19.0x 15,000 2003 Jobete Music (30% share) EMI Music Publishing 103.9 17.0 20.4x 15,000 2003 Boosey & Hawkes HgCapital (PE) 73.5 11.4 6.4x NA 2003 Trio/Quartet Catalog Windswept II 60.0 3.5 17.1x 9,600 2002 Zomba Music Publishing BMG Music Publishing 1,080.0 35.0 30.9x NA 2002 Acuff-Rose Sony/ATV 157.0 9.8 16.0x 55,000 2001 Chrysalis Securitization 260.0 12.8 20.3x NA 2000 Rondor Music Universal 440.0 24.4 18.0x 60,000 1999 Windswept Pacific EMI Music Publishing 200.0 15.4 13.0x NA 1997 Jobete Music (50% share) EMI Music Publishing 135.0 13.5 20.0x NA Average $350.9 $27.2 15.8x 34,890 Source: news releases, Houlihan Lokey research Privileged and Confidential 15 Valuation Observations 2. Sale to Strategic Not Retaining Sony/ATV

 The DCF analysis below assumes that SPE is able to sell the entire business to a strategic buyer or to another buyer willing to write the required equity check. As part of the transaction, Sony/ATV no longer retains the administrative rights, and the buyer provides its own administrative services at an estimated cost of 5%.

 SPE retains 25.0% to cover participations.

DCF Analysis ($ in millions)

Fiscal Year Ended March 31, (2) DCF Assumptions 2010E(1) 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E Discount Rate 12.0% NPS (3) $12.2 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 Participation Fee 25.0% % Growth N/A 17.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Amortization Period 15.0 yrs Taxes 40.0% Less: Administration Fee (4) -- (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) Administration Fee 5.0% Less: Participation Fee (5) -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Terminal Multiple 8.0x Less: Taxes -- (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) Implied Perpetuity Growth Rate 1.3% Free Cash Flow (Debt Free) -- $8.2 $8.2 $8.2 $8.2 $8.2 $8.2 $8.2 $8.2 $8.2 $8.2

Period to Discount 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 Discount Factor @ 12.0% 0.94 0.84 0.75 0.67 0.60 0.54 0.48 0.43 0.38 0.34 PV of Free Cash Flow (Debt Free) $7.7 $6.9 $6.2 $5.5 $4.9 $4.4 $3.9 $3.5 $3.1 $2.8

Sony Pictures Entertainment Music Publishing Catalog Value Terminal NPS Multiple 6.0x 7.0x 8.0x 9.0x 10.0x 10.0% $75.3 $79.8 $84.3 $88.8 $93.3 t

n 11.0% 70.7 74.7 78.8 82.9 87.0 e u t o a

c 12.0% 66.4 70.1 73.8 77.5 81.2 s R i 13.0% 62.6 65.9 69.3 72.6 76.0 D 14.0% 59.0 62.1 65.1 68.2 71.2 Illustrative Tax Calculation Fiscal Year Ended March 31, 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

NPS $12.2 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 $14.3 Less: Participation Fees -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Less: Administrative Fee -- (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) (0.7) Less: Purchase Price Amort. -- (4.9) (4.9) (4.9) (4.9) (4.9) (4.9) (4.9) (4.9) (4.9) (4.9) EBT -- $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 NOL (Used) / Acquired -- 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBT -- $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 $5.4 Taxes @ 40.0% -- $2.2 $2.2 $2.2 $2.2 $2.2 $2.2 $2.2 $2.2 $2.2 $2.2

(1) Shown for illustrative purposes. Assumed transaction takes place at the end of FY 2010. (2) 2011E - 2020E NPS estimates reflect average NPS for 2008-2010. (3) 2011E-2020E excludes a 10.0% administrative fee paid to Sony/ATV. (4) Reflects a 5.0% administrative fee that the new buyer will incur. (5) Based on NPS minus an estimated 10.0% administrative fee which would have been charged by Sony/ATV. Privileged and Confidential 16 Valuation Observations 3. Sale to Strategic Retaining Sony/ATV

 The DCF analysis below assumes that SPE is able to sell the entire business to a buyer willing to write the required equity check.

 As part of the transaction, Sony/ATV retains the administrative rights for which it is paid a 10.0% fee. SPE retains 25.0% to cover participations. DCF Analysis ($ in millions)

Fiscal Year Ended March 31, (2) DCF Assumptions 2010E(1) 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E Discount Rate 12.0% NPS (3) $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 Participation Fee 25.0% % Growth N/A 5.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Amortization Period 15.0 yrs Taxes 40.0% Less: Participation Fee -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Terminal Multiple 8.0x Less: Taxes -- (2.0) (2.0) (2.0) (2.0) (2.0) (2.0) (2.0) (2.0) (2.0) (2.0) Implied Perpetuity Growth Rate 1.9% Free Cash Flow (Debt Free) -- $7.7 $7.7 $7.7 $7.7 $7.7 $7.7 $7.7 $7.7 $7.7 $7.7

Period to Discount 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 Discount Factor @ 12.0% 0.94 0.84 0.75 0.67 0.60 0.54 0.48 0.43 0.38 0.34 PV of Free Cash Flow (Debt Free) $7.3 $6.5 $5.8 $5.2 $4.6 $4.1 $3.7 $3.3 $2.9 $2.6

Sony Pictures Entertainment Music Publishing Catalog Value Terminal NPS Multiple 6.0x 7.0x 8.0x 9.0x 10.0x 10.0% $72.0 $76.5 $81.0 $85.5 $90.0 t

n 11.0% 67.5 71.6 75.6 79.7 83.8 e u t o a

c 12.0% 63.4 67.1 70.8 74.5 78.2 s R i 13.0% 59.6 63.0 66.3 69.7 73.1 D 14.0% 56.2 59.3 62.3 65.4 68.4 Illustrative Tax Calculation Fiscal Year Ended March 31, 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

NPS $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 Less: Participation Fees -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Less: Purchase Price Amort. -- (4.7) (4.7) (4.7) (4.7) (4.7) (4.7) (4.7) (4.7) (4.7) (4.7) EBT -- $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 NOL (Used) / Acquired -- 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBT -- $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 $4.9 Taxes @ 40.0% -- $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0

Privileged and Confidential 17 Valuation Observations 4. Sale to Financial Buyer Retaining Sony/ATV

 The LBO analysis below assumes that SPE is able to sell the entire business in a leveraged transaction in which the buyer is able to raise 2.5x of outside debt financing.

 As part of the transaction, Sony/ATV retains the administrative rights for which it is paid a 10.0% fee. SPE retains 25% to cover participations.

LBO Analysis ($ in millions)

Fiscal Year Ended December 31, (2) 2010E(1) 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E PF Capitalization LBO Assumptions NPS (3) $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 3-Yr Avg. TLA (1st Lien) L+450 bps % Y-o-Y Growth NA 5.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Adj. NPS % of TLA LIBOR Floor 2.0% PF Capitalization Amount Multiple Total TLA Amortization 5.0% Less: Participation Fee -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) TLA (1st Lien) $24.1 2.5x 31.3% Seller Finance (2nd Lien) 9.0% Less: Taxes -- (1.2) (1.3) (1.5) (1.7) (1.8) (1.8) (1.8) (1.8) (1.8) (1.8) Seller Finance (2nd Lien) 0.0 0.0x 0.0% Fees 2.0% Less: Cash Interest -- (1.4) (1.2) (0.6) (0.2) 0.0 0.0 0.0 0.0 0.0 0.0 New Equity 53.1 5.5x 68.8% Fee Amortization 10.0 yrs Less: Mandatory Debt Amortization -- (1.2) (1.2) (1.2) (1.2) 0.0 0.0 0.0 0.0 0.0 0.0 Total Capitalization $77.2 8.0x 100.0% Free Cash Flow -- $5.8 $6.0 $6.3 $6.6 $7.9 $7.9 $7.9 $7.9 $7.9 $7.9 Enterprise Value Sensitivity Analysis Cash Flow Sweep -- (4.8) (6.0) (6.3) (2.2) 0.0 0.0 0.0 0.0 0.0 0.0 Terminal Multiple of NPS Free Cash Flow After Cash Flow Sweep -- $1.0 $0.0 $0.0 $4.3 $7.9 $7.9 $7.9 $7.9 $7.9 $7.9 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x

12.5% $58.1 $61.1 $64.0 $67.0 $70.0 $72.9 d e

r 15.0% 51.4 53.8 56.2 58.5 60.9 63.3 i R u R

q 17.5% 46.1 48.0 50.0 51.9 53.8 55.7 I e

Capitalization Summary: R 20.0% 41.9 43.5 45.0 46.6 48.2 49.7

Cash $1.0 $1.0 $1.0 $5.3 $13.2 $21.1 $28.9 $36.8 $44.7 $52.5 22.5% 38.6 39.9 41.1 42.4 43.7 44.9

TLA (First Lien) $18.1 $10.9 $3.4 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Seller Finance (Second Lien) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Debt 18.1 10.9 3.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Net Debt 17.1 9.9 2.4 (5.3) (13.2) (21.1) (28.9) (36.8) (44.7) (52.5)

Credit Statistics: Net Debt / NPS 1.41x 0.85x 0.27x 0.00x 0.00x 0.00x 0.00x 0.00x 0.00x 0.00x Debt / NPS 1.33x 0.77x 0.19x 0.00x 0.00x 0.00x 0.00x 0.00x 0.00x 0.00x

Illustrative Tax Calculation Fiscal Year Ended March 31, 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

NPS $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 Less: Participation Fees -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Less: Purchase Price Amortization -- (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) Less: Deferred Financing Fee Amortization -- (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) Less: Interest Expense -- (1.4) (1.2) (0.6) (0.2) 0.0 0.0 0.0 0.0 0.0 0.0 EBT -- $3.0 $3.3 $3.8 $4.3 $4.5 $4.5 $4.5 $4.5 $4.5 $4.5 NOL (Used) / Acquired -- 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBT -- $3.0 $3.3 $3.8 $4.3 $4.5 $4.5 $4.5 $4.5 $4.5 $4.5 Taxes @ 40.0% -- ($1.2) ($1.3) ($1.5) ($1.7) ($1.8) ($1.8) ($1.8) ($1.8) ($1.8) ($1.8)

Privileged and Confidential 18 Valuation 5. Sale to Financial Buyer Retaining Sony/ATV and Observations Utilizing Seller Note Financing

 As part of the transaction, Sony/ATV retains the administrative rights for which it is paid a 10.0% fee. SPE retains 25.0% to cover participations. LBO Analysis ($ in millions)

Fiscal Year Ended December 31, (2) 2010E(1) 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E PFCapitalization LBOAssumptions NPS (3) $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 3-Yr Avg. TLA (1st Lien) L+450 bps % Y-o-Y Growth NA 5.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Adj. NPS % of TLA LIBOR Floor 2.0% PF Capitalization Amount Multiple Total TLA Amortization 5.0% Less: Participation Fee -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) TLA (1st Lien) $24.1 2.5x 31.3% Seller Finance (2nd Lien) 9.0% Less: Taxes -- 0.0 0.0 (0.1) (0.3) (0.5) (0.7) (1.0) (1.2) (1.5) (1.7) Seller Finance (2nd Lien) 33.8 3.5x 43.8% Fees 2.0% Less: Cash Interest -- (4.5) (4.4) (4.1) (3.6) (3.1) (2.5) (1.9) (1.3) (0.7) (0.2) New Equity 19.3 2.0x 25.0% Fee Amortization 10.0 yrs Less: Mandatory Debt Amortization -- (1.2) (1.2) (1.2) (1.2) (1.2) 0.0 0.0 0.0 0.0 0.0 Total Capitalization $77.2 8.0x 100.0% Free Cash Flow -- $3.9 $4.0 $4.3 $4.5 $4.8 $6.4 $6.7 $7.1 $7.5 $7.8 Enterprise Value Sensitivity Analysis Cash Flow Sweep -- (2.9) (4.0) (4.3) (4.5) (4.8) (6.4) (6.7) (7.1) (7.5) (3.6) Terminal Multiple of NPS Free Cash Flow After Cash Flow Sweep -- $1.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $4.2 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x

17.5% $70.5 $72.4 $74.3 $76.2 $78.2 $80.1 d e

r 20.0% 68.1 69.6 71.2 72.7 74.3 75.9 i R u R

q 22.5% 66.2 67.4 68.7 70.0 71.2 72.5 I e

Capitalization Summary: R 25.0% 64.7 65.7 66.7 67.8 68.8 69.8

Cash $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $5.2 27.5% 63.4 64.3 65.1 66.0 66.8 67.7

TLA (First Lien) $20.0 $14.8 $9.3 $3.5 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Seller Finance (Second Lien) 33.8 33.8 33.8 33.8 31.3 24.9 18.2 11.1 3.6 0.0 Total Debt 53.8 48.5 43.0 37.3 31.3 24.9 18.2 11.1 3.6 0.0 Net Debt 52.8 47.5 42.0 36.3 30.3 23.9 17.2 10.1 2.6 (5.2)

Credit Statistics: Net Debt / NPS 4.18x 3.77x 3.34x 2.90x 2.43x 1.94x 1.41x 0.86x 0.28x 0.00x Debt / NPS 4.10x 3.70x 3.27x 2.82x 2.35x 1.86x 1.33x 0.78x 0.20x 0.00x

Illustrative Tax Calculation Fiscal Year Ended March 31, 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

NPS $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 Less: Participation Fees -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Less: Purchase Price Amortization -- (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) Less: Deferred Financing Fee Amortization -- (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Less: Interest Expense -- (4.5) (4.4) (4.1) (3.6) (3.1) (2.5) (1.9) (1.3) (0.7) (0.2) EBT -- ($0.1) ($0.0) $0.3 $0.8 $1.3 $1.9 $2.4 $3.1 $3.7 $4.2 NOL (Used) / Acquired -- 0.1 0.0 (0.2) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBT -- $0.0 ($0.0) $0.1 $0.8 $1.3 $1.9 $2.4 $3.1 $3.7 $4.2 Taxes @ 40.0% -- $0.0 $0.0 ($0.1) ($0.3) ($0.5) ($0.7) ($1.0) ($1.2) ($1.5) ($1.7)

Privileged and Confidential 19 Valuation 6. Sale to Financial Buyer Retaining Sony/ATV and Observations Utilizing Seller Note Financing (Assumes Buyer has NOLs)

 The LBO analysis below assumes that SPE is able to sell the entire business in a leveraged transaction in which the buyer is able to raise 2.5x of outside debt financing and SPE provides 3.5x as a seller note. The buyer funds the rest of the 8.0x purchase price with an equity check.  As part of the transaction, Sony/ATV retains the administrative rights for which it is paid a 10.0% fee. SPE retains 25.0% to cover participations.  The buyer is assumed to have pre-existing NOLs that can be used to shield Catalog cash flows from taxes. LBO Analysis ($ in millions)

Fiscal Year Ended December 31, (2) 2010E(1) 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E PFCapitalization LBOAssumptions NPS (3) $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 3-Yr Avg. TLA (1st Lien) L+450 bps % Y-o-Y Growth NA 5.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Adj. NPS % of TLA LIBOR Floor 2.0% PF Capitalization Amount Multiple Total TLA Amortization 5.0% Less: Participation Fee -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) TLA (1st Lien) $24.1 2.5x 31.3% Seller Finance (2nd Lien) 9.0% Less: Taxes -- 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Seller Finance (2nd Lien) 33.8 3.5x 43.8% Fees 2.0% Less: Cash Interest -- (4.5) (4.4) (4.1) (3.6) (3.0) (2.4) (1.7) (1.0) (0.3) 0.0 New Equity 19.3 2.0x 25.0% Fee Amortization 10.0 yrs Less: Mandatory Debt Amortization -- (1.2) (1.2) (1.2) (1.2) (1.2) 0.0 0.0 0.0 0.0 0.0 Total Capitalization $77.2 8.0x 100.0% Free Cash Flow -- $3.9 $4.0 $4.4 $4.8 $5.4 $7.2 $7.9 $8.7 $9.4 $9.7 Enterprise Value Sensitivity Analysis Cash Flow Sweep -- (2.9) (4.0) (4.4) (4.8) (5.4) (7.2) (7.9) (8.7) (6.5) 0.0 Terminal Multiple of NPS Free Cash Flow After Cash Flow Sweep -- $1.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $2.9 $9.7 6.0x 7.0x 8.0x 9.0x 10.0x 11.0x

17.5% $72.1 $74.0 $76.0 $77.9 $79.8 $81.7 d e

r 20.0% 69.4 71.0 72.5 74.1 75.6 77.2 i R u R

q 22.5% 67.3 68.5 69.8 71.1 72.3 73.6 I e

Capitalization Summary: R 25.0% 65.6 66.6 67.6 68.7 69.7 70.7

Cash $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $3.9 $13.5 27.5% 64.2 65.0 65.9 66.7 67.6 68.4

TLA (First Lien) $20.0 $14.8 $9.2 $3.2 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Seller Finance (Second Lien) 33.8 33.8 33.8 33.8 30.3 23.1 15.2 6.5 0.0 0.0 Total Debt 53.8 48.5 43.0 36.9 30.3 23.1 15.2 6.5 0.0 0.0 Net Debt 52.8 47.5 42.0 35.9 29.3 22.1 14.2 5.5 (3.9) (13.5)

Credit Statistics: Net Debt / NPS 4.18x 3.77x 3.34x 2.87x 2.36x 1.79x 1.18x 0.50x 0.00x 0.00x Debt / NPS 4.10x 3.70x 3.26x 2.79x 2.28x 1.72x 1.10x 0.43x 0.00x 0.00x

Illustrative Tax Calculation Fiscal Year Ended March 31, 2010E 2011E 2012E 2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

NPS $12.2 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 $12.9 Less: Participation Fees -- (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) (3.2) Less: Purchase Price Amortization -- (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) (5.1) Less: Deferred Financing Fee Amortization -- (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) Less: Interest Expense -- (4.5) (4.4) (4.1) (3.6) (3.0) (2.4) (1.7) (1.0) (0.3) 0.0 EBT -- ($0.1) ($0.0) $0.3 $0.8 $1.4 $2.0 $2.7 $3.4 $4.1 $4.4 NOL (Used) / Acquired -- 0.1 0.0 (0.3) (0.8) (1.4) (2.0) (2.7) (3.4) (4.1) (4.4) Adjusted EBT -- $0.0 ($0.0) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Taxes @ 40.0% -- $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

(1) Shown for illustrative purposes. Assumed transaction takes place at the end of FY 2010. (2) 2011E - 2020E NPS estimates reflect average NPS for 2008-2010. (3) Net of a 10.0% administrative fee paid to Sony/ATV. Privileged and Confidential 20 Tailoring a Process to Achieve Goals Tailoring a Process Telling the Sony Pictures Music Publishing Catalog to Achieve Goals Story

Stable royalty income streams with good future visibility

Well-diversified portfolio derived from approximately 425 films and 320 television titles

SPE’s incentive to drive its own revenues from exploitation of film and television shows ensures Catalog income will continue to be maximized

Turnkey administration of rights possible through Sony/ATV

SPE retention of participation obligations in exchange for a pre-negotiated percentage of all revenue reduces variability of income stream

The Catalog presents a unique opportunity to invest in marquee intangible assets

Privileged and Confidential 22 Tailoring a Process Process Drivers for Maximizing Value and to Achieve Goals Optimizing Process

Houlihan Lokey Focuses on Several Key Process Drivers That Differentiate Us From Competing Advisors

Shorter Preparation  Houlihan Lokey's relevant industry expertise and experience valuing portfolios of intangible assets will enable Time Prior to us to understand the Catalog quickly Approaching Market  We will minimize the disruption and volume of initial questions/requests directed to management

 Substantial experience marketing other entertainment businesses, including music publishing catalogs and film Optimal Positioning & television libraries of the Company and  Ability to articulate important value drivers, mitigate common buyer concerns, and anticipate questions Investment "Story"  Experience modeling projections for intangible asset libraries to enhance credibility of a “stable cash flow stream” and support valuation  Media, Telecom & Gaming group has relationships with the most likely acquirers Familiarity with  Understanding of potential synergy opportunities and value drivers for each buyer Universe of Prospective Acquirers  Relationships with key entertainment industry lenders will enable us to introduce new financing sources to the prospective buyer(s) to help mitigate against "financing contingencies"

Minimizing Due  Media, Telecom & Gaming group is locally based and regularly interact with buyer contacts to mitigate Diligence Burden on questions and issues Management Team  Our relevant expertise will enable us to develop analysis for buyers without undue burden on management

Capturing Full Value  Credibility with buyers to "sell" the Catalog’s positioning and prospects throughout the process for Business Strengths and Opportunities  Substantial experience developing pro-forma analyses to present future financial impact of key initiatives

Houlihan Lokey's expertise and experience will enable us to maximize value and coordinate an efficient transaction process

Privileged and Confidential 23 Tailoring a Process Delivering Senior-Level Attention to Achieve Goals Guaranteeing Seamless Execution

Pre-Market Marketing Marketing Due Diligence & Preparation Phase I Phase II Documentation

July - August September October - November November - December Initiation Phase Evaluation/Preparation Solicitation/Marketing & Valuation Execution Phase

 Review sequencing and timing  Finalize prospective buyers list  Receive and analyze indications of  Select winning bidder(s)  Internal due diligence  Contact potential buyers/negotiate CAs interest  Facilitate confirmatory due diligence  Develop financial model and positioning  Distribute information memorandum  Select second round participants  Negotiate and finalize terms of Purchase themes  Assemble data room  Approach tax-sheltered entities with Agreement  Prepare information memorandum  Prepare and rehearse management opportunity and indicative pricing  Sign Agreement  Compile buyers list presentation  Conduct management presentations  File proxy or prospectus with SEC (if  Provide data room access necessary) and Hart-Scott-Rodino with  Facilitate extensive buyer due diligence FTC/DOJ  Finalize draft Purchase Agreement  Respond to any SEC comments, prepare for  Solicit final bids shareholder meeting and mail proxy to shareholders (if necessary)  Evaluate bids  Shareholder meeting (if necessary)  Closing (subject to regulatory approval)

Preparation results in superior Highly coordinated and tailored Go- Create a heightened Maintain control and proactively marketing materials to-Market strategy competitive environment address issues Minimize disruption of business Senior delivery of content is a must Maximize value and terms through Structure non value terms to through industry knowledge multiple party process achieve objectives

Privileged and Confidential 24 Tailoring a Process to Achieve Goals Assistance with Diligence Preparation

We can help you avoid Pre-Sale and Sell Side Due Diligence “unwanted surprises” and price chipping by  Improving the value of bids submitted and limiting value leakage to completion subjecting key  Through our extensive experience of working with both financial and strategic buyers and sellers information to detailed on music publishing industry transactions, and assisting in preparing the business for sale, we can due diligence pre-sale, help increase bidder interest by identifying information required that assist bidders in fully valuing assisting with the the opportunities. preparation of material  We apply the same framework of our buy side due diligence services and enable sellers to identify for the data room, and and address potential areas of concern—from a buyer’s perspective—prior to the buyer due addressing diligence process. communication of critical deal issues early  We would evaluate quality of reported NPS, earnings and net assets, working capital requirements in the sale process and financial projections (as applicable) to help position you for the buy side due diligence process and minimize surprises at the negotiating table. An example of summary and detailed analyses on NPS may include: Limited disruption to the – Trends in NPS by rights type by key geography over the historical period of at least three years transaction process and (on half year royalty cycles); to your business and – Trends in key genres within US territory; management team – Vintage analysis on a sample of copyrights for both cues and songs over a period of time; – Trends in dependence on top copyrights; – Trends and commentary on the seasonality of revenues and NPS; and – Commentary on historical releases and impact on NPS trends from certain film and television hits compositions.  Maintaining value post completion  Assist with sale and purchase and agreement provisions, including advise on purchase price adjustment mechanisms.  Post-closing support in purchase price adjustment disputes. Privileged and Confidential 25 Overview of Potential Acquirors and Lenders Overview of Potential Acquirors and Lenders Houlihan Lokey Knows the Buyer Universe

Customized • Houlihan Lokey has created a preliminary universe of buyers and capital providers based on Sony Buyers/Investors Pictures Entertainment’s goals for the process including domestic and international acquirors that list we believe would have an interest in acquiring the Catalog and financing sources who we believe for the Sony have the required capital to effectuate the transaction whilst enabling SPE to retain restrictions over Pictures Music the Catalog. Publishing Catalog • The list represents our initial views only and we will work with Sony Pictures Entertainment management to determine the final list before contacting anyone

• Houlihan Lokey’s active entertainment practice with regular calling efforts and recent work for other media companies has unique insight into likely buyers and financing sources Houlihan Lokey • Regular calling plan is active across the Entertainment space and includes conglomerates, music knows the likely companies, smaller independent entertainment companies, interactive entertainment companies buyers and and the investors who back those types of businesses financing sources • Recent marketing efforts for Metro-Goldwyn-Mayer Studios, Image Entertainment, for the Catalog FUNimation Entertainment, a privately held music subscription service and a privately held television production company have included many of the buyers and capital sources listed here • Senior-level professionals from with extensive industry expertise and long-lasting industry relationships were involved in the creation of this list and would be incorporated in the marketing of the Catalog • We have segmented the list into three tiers: • Strategic Buyers – Most likely strategic buyers with best financial capacity and good fit; likely only Targeted list interested in a sale without restrictions includes both Strategic and • Financial Buyers – Equity investors with known interest in music/media assets which could Financial Investors potentially be interested in purchasing the Catalog; greater flexibility in negotiating restrictions • Lenders/Fixed Income Investors - Banks and institutional investors that have experience lending against entertainment assets and/or stable cash flow streams and could potentially be interested in purchasing the Catalog as a cash paying annuity stream; greatest flexibility regarding restrictions

Privileged and Confidential 27 Overview of Potential Acquirors and Lenders Potential Strategic Acquirers

CAK Entertainment

Privileged and Confidential 28 Overview of Potential Acquirors and Lenders Potential Financial Acquirers

Privileged and Confidential 29 Overview of Potential Potential Lenders/Fixed Income Investors - Senior Acquirors and Lenders Capital Providers

Specialty Lending

Privileged and Confidential 30 Overview of Potential Potential Lenders/Fixed Income Investors - Funds and Acquirors and Lenders Finance Companies

Privileged and Confidential 31 Overview of Potential Potential Lenders/Fixed Income Investors - Mezzanine Acquirors and Lenders Capital Providers

ZM Equity

Privileged and Confidential 32 Appendix Appendix

Overview of Houlihan Lokey Overview of Houlihan Lokey is Uniquely Qualified to Houlihan Lokey Represent Sony Pictures Entertainment

#1 M&A Advisor to Middle Market Companies

#1 in Middle Market Financings

Relevant Music Publishing Catalog Experience

Global Banking and Private Equity Coverage

Transaction, Structuring & Process Specialists

Financing Group and Financing Markets Coverage

Senior-Level Attention Throughout Process

Positioned to Deliver Exceptional Results to Sony Pictures Entertainment

Privileged and Confidential 35 Overview of Houlihan Lokey #1 Position Across All Product Categories

Corporate Finance Financial Advisory Financial Restructuring

Ranked Among Top 10 M&A Advisors for #1 M&A Fairness Opinion Advisor Advised on over 500 Restructuring Transactions Ten Straight Years Valued in Excess of $1.25 Trillion

Privileged and Confidential 36 Overview of Houlihan Lokey Broad Geographic Coverage

 Houlihan Lokey has over 800 employees in 14 offices worldwide  With three offices in Europe and three offices in Asia, Houlihan Lokey has the global reach and local country presence to support international transactions

Beijing Tokyo

Hong Kong

London Minneapolis

San Francisco Frankfurt Paris Chicago New York

Los Angeles Washington, D.C. Dallas Atlanta

Privileged and Confidential 37 Overview of The Most Experienced Middle-Market Houlihan Lokey M&A Advisor

 M&A execution specialist Complete Focus  79 closed M&A transactions in the U.S. in 2009 on M&A  Most active M&A advisor under $100 million– active dialogue with key strategic buyers

 Deep understanding of current market dynamics and behavior of strategic buyers Maintain “Pulse”  Over 500 assignments on behalf of private equity funds in 2009 of Market  Houlihan Lokey Purchase Agreement Study is widely read and respected

Tailored  “Negotiated” deals, “targeted” auctions, “controlled” auctions Processes and  Strategic sale, leveraged buyout, minority investment, merger Transaction  Structure Maximizing value through a global M&A process while minimizing management distraction

Type of Buyer Type of Process Transaction Structure

Cash & Stock Stock Negotiated for Stock for Stock 10% 4% Financial 2% Targeted Cash for Assets 39% Auction Controlled 18% 28% Auction Strategic Cash for Stock 62% 61% 76%

Privileged and Confidential 38 Overview of Fully Integrated Industry, Product and Houlihan Lokey Private Equity Capabilities

Product Expertise Dedicated Industry Groups Private Equity

Aerospace, Mergers & Business Consumer, Defense & Acquisitions Services Food & Retail Government

Financial Energy Financial Healthcare Advisory Institutions Active dialogue with over 400 private Infrastructure Media, Restructuring Industrials Services & Telecom, & equity funds Materials Gaming

Real Estate, Transportation Capital Raising Lodging & Technology & Logistics Leisure

Privileged and Confidential 39 Overview of Houlihan Lokey In-depth Industry Coverage

 Extensive experience through hundreds of engagements  In-depth knowledge of business and financial issues  Provides a full range of financial advisory and investment banking services  14 dedicated professionals  Mix of career investment bankers and former executives with operational expertise  The group focuses on the following industry sub sectors:

Telecommunications Sub-Sectors Media Sub-Sectors Gaming Sub-Sectors

 Cable Operators  Advertising  Casinos  CLECs  Cable Networks  Native American Gaming  Colocation/Hosting/Managed Services  Live Entertainment  Casino Development & Real Estate  Magazine Publishing  Conferencing  Casino Management Companies  Newspaper Publishing  Data/Content Delivery Services  Licensed Card Clubs  Outdoor Advertising  ILECs/RBOCs  Electronic Bingo  Radio and TV Broadcasting  ISPs/DLECs  Racetracks & Racinos  Satellite Radio  RLECs  Gaming Equipment/Manufacturing  Satellite Services and Operators  Gaming Service Providers Entertainment Sub-Sectors  Telecom Technology Providers  Gaming-Related Amenities (Restaurants, Hotels, Entertainment  Tower Leasing  Diversified Media Venues, etc.)  Wireless Services  Digital Media  Slot Route Operators  Wireless Spectrum  Film & TV  Interactive Entertainment  Music  Sports

Privileged and Confidential 40 Overview of Houlihan Lokey Specialists In Intellectual Property

Large Company Libraries

Selected Other Libraries

 Axel Springer  Gaylord Entertainment  Mandalay Pictures

Privileged and Confidential 41 Overview of Houlihan Lokey Music Publishing Experience

32 Records

Corinthians

Frank Zappa Privileged and Confidential 42 Overview of Houlihan Lokey Media, Telecom & Gaming Group: M&A

Houlihan Lokey is a leading advisor to companies in media and telecommunications The Group has demonstrated its ability to add significant value in media and telecommunications M&A advisory

[Client Logo] £60 Million Securitizations Vanco Direct USA, LLC of the global music publishing catalogue of the has been acquired by has been acquired by has been acquired by has completed a comprehensive has been acquired by restructuring of its balance sheet, has been acquired by Chrysalis Group PLC including amending and restating the terms of $38.1 million in principal structured and arranged by the amount of debt and issuing $65.0 million in equity Royal Bank of Scotland

and financed in the United States Asset-Backed Commercial Paper Market Financial Advisor Sellside Advisor Sellside Advisor & Fairness Opinion Sellside Advisor & Fairness Opinion Creditor Advisor Sellside Advisor Sellside Advisor

Miracle Media Group a holding company for

Department of Corrections Line of Telco Group, Inc. and Affiliates a portfolio company of Business has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by

has been acquired by

A portfolio company of Leucadia National Corporation The Gores Group, LLC

Sellside Advisor Sellside Advisor Sellside Advisor & Fairness Opinion Sellside Advisor Sellside Advisor Sellside Advisor Sellside Advisor

has acquired NEP Broadcasting, LLC a portfolio company of has sold its has completed a strategic investment has been acquired by has been acquired by Wireless Spectrum Assets to in has been acquired by Nextel Spectrum Acquisition Corp., a subsidiary of has been acquired by Silver Point Capital, L.P. and $40,000,000 Convertible Note $10,000,000 Common Stock

Buyside Advisor Buyside Advisor Sellside Advisor Buyside Advisor Sellside Advisor Sellside Advisor Sellside Advisor

Privileged and Confidential 43 Overview of Houlihan Lokey Media, Telecom & Gaming Group: Financial Advisory

 15 year history of valuation work for media and telecommunications companies in a variety of situations:  Acquisitions  Portfolio reporting  Litigation support  Financings  Business planning  Fairness opinions  Internal planning  Strategic advisory  Solvency opinions  ESOPs

Sony Corporation of America, Providence Equity Partners, Texas Pacific Group, DLJ Merchant Banking Partners has merged with a portfolio company of and Comcast Corporation (the “Consortium”) has been acquired by has been acquired by has spun off its Local has been acquired by have agreed to acquire Telephone Business into a portfolio company of Citadel Limited Partnership and has been acquired by NBC Universal, Inc.

for approximately $4.85 billion

Financial Advisor Sellside Advisor & Fairness Opinion Financial Opinions Financial Opinion Fairness Opinion Financial Opinion Sellside Advisor & Fairness Opinion

NTL Incorporated, formerly Telewest Global, Inc.,

Outdoor Channel Holdings, Inc. has been acquired by has paid a special dividend of and has entered into a series of has extinguished three promissory $10 per share on its common stock has acquired transactions to reorganize the group notes issued by Playboy.com, a (approximately $3 billion in subsequent to the consummation of a majority-owned subsidiary of the aggregate) HOB Entertainment, Inc. the outstanding capital stock of merger with Company, to Hugh M. Hefner has completed a $110 million The Outdoor Channel, Inc. recapitalization of its preferred and that it did not currently own. have merged common stock

Financial Advisor & Fairness Opinion Fairness Opinion Sellside Advisor & Fairness Opinion Financial Advisor & Fairness Opinion Fairness Opinion Financial Opinion Fairness Opinion

Providence Equity Partners, 3i Investments plc, and Sparrowhawk Media [Client Logo] has completed a spin-off of its (the “Consortium”) Napster, Inc. Newspaper Publishing and GrayLink Mediaset S.p.A. DreamWorks Animation, Inc. Wireless businesses to form have acquired the international businesses of the has been acquired by has acquired the rights to a package has merged with has separated from of motion picture titles from

which has merged with

DreamWorks LLC for approximately $242 million Medusa Film S.p.A. as a new publicly traded corporation

Fairness Opinion Financial Opinion Financial Advisor & Fairness Opinion Sellside Advisor & Fairness Opinion Financial Opinion Sellside Advisor & Fairness Opinion Fairness Opinion

Privileged and Confidential 44 Overview of Houlihan Lokey Capital Markets Expertise

 The Houlihan Capital Markets Group has extensive experience  Experience with all products across the capital structure: with over $250 billion (USD)1 in aggregate financings completed by the firm’s senior finance group professionals Equity and Equity-Linked  The Houlihan team leverages its extensive footprint to provide  IPO & Follow-on Advisory access to Senior Debt, Private Mezzanine Capital, High Yield,  PIPEs & Registered Directs Public & Private Equity, Hedge Funds and Other Institutional  Sponsor PIPEs Investors  Private Equity Placement – Private Companies  Convertible Structures – Private & Advisory  Unlike many other Investment Banks, Houlihan is free of any  At-the-Market Equity Offerings conflicts of interest with prospective investors  Rights Offerings  Houlihan does not provide Prime Brokerage services to  Tenders & Exchanges Hedge Funds  Houlihan is product agnostic versus other banks that favor Debt products that benefit their balance sheet  Revolving Credit Facilities  Term Loans  Houlihan’s model is customized versus volume oriented  Second Liens firms that are focused on league table credit versus optimal  Private Mezzanine execution  High Yield  The Capital Markets Group works directly with Knight Capital  Preferred/Structured Capital and investors. As such, they are not several levels removed from the direct investor feedback providing invaluable Liability Management immediacy of feedback and insight  Open Market Repurchases – Bank Debt & Bonds  The team has the experience and expertise to structure and  Tender Offers intermediate transactions to fit the needs of both the issuer and  Exchange Offers the investor(s) across all strategic financing applications:  Consent Solicitations  Amendments  Leveraged Buyouts  Leveraged ESOPs  Acquisition Financings  Dividend Recapitalizations  Growth Capital  PIPEs Financings  Refinancings  Special Situations (1) Includes transactions by members while at previous employers Privileged and Confidential 45 Overview of Houlihan Lokey Bringing the Financing Market to You

Houlihan Lokey Capital Markets Group Outcome  Optimize strategic capital solutions for each client  Strategic solutions for Client Focus  Tailored structures to manage strategic growth and shareholders and management maximize shareholder wealth  Broad market reach  Extensive knowledge of private market capital sources,  Targeted marketing industry appetite, structural flexibility  Substantial influence with Market Knowledge  Real-time capital markets orientation investors  Focused deal flow = Investor influence  Ability to tell the story most  Leverage Houlihan Lokey’s significant industry experience effectively Industry Expertise  Unparalleled ability to craft and tell a financing “story”  Investor credibility   Senior commitment to financing process High quality, managed process  Superlative Execution  Full integration with industry bankers Optimal visibility to investor market  11 dedicated financing professionals in NY and LA Dedicated Commitment  Broad geographic coverage  Managing Director/Director level attention  Singular focus on middle market  Unique financing solutions  Tailored financings  Multiple investment classes  No inherent conflict Creative Solutions  Tailored structures and marketing strategies  Independent advice

 One of the most active placement agents/advisors for Leading Capital Markets both debt and equity transactions Experience, Advisor to Middle-Markets Credibility,  Senior professionals have executed aggregate transactions Issuers representing $250 billion in financings Market Presence

Privileged and Confidential 46 Overview of Financial Sponsors Coverage & High Net Worth Houlihan Lokey Coverage Group

FINANCIAL SPONSORS COVERAGE GROUP

Private Equity Hedge Funds Capital Alliances Family Offices Secondary Advisory

13 Coverage Officers 5 Coverage Officers 4 Coverage Officers 3 Coverage Officers 2 Coverage Officers

 400+ covered private equity  100+ covered hedge funds  Formal alliance agreements  Coverage of a broad  100+ dedicated secondary firms in North America and  Provide creative, innovative in place with six bulge universe of family offices investors and institutional Europe advice and deliver bracket investment banks and multi-family offices limited partners  Proactively manages private consistent, high-quality deal with wealth management  Provide family offices with  Provide expertise on equity firm’s relationship flow and actionable ideas and middle market lending consistent deal flow and investment strategy, and interaction with all  Provide advice on practices other unique investment valuation, sale or Houlihan Lokey resources restructurings and special  Manage inbound referral opportunities restructuring of alternative  Access to senior level situations across the entire network of thousands of  Receive inbound referrals investments executives that may have an capital structure; assist wealth advisors and lenders from family offices seeking interest in owning a hedge funds to value and across US, Europe and Asia to sell assets or diversify professional sports monetize private and  Provide value-added, portfolio franchise illiquid assets industry specific advice to  Access to senior level owners of privately held executives that may have an businesses pursuing interest in owning a sports liquidity alternatives franchise The Broadest and Deepest Financial Sponsor & High Net Worth Individual Coverage Group on Wall Street, With 20+ Senior Officers Dedicated to the Global Sponsor & High Net Worth Individual Communities

Privileged and Confidential 47 Overview of Houlihan Lokey Leading Financial Sponsors Coverage Capabilities

Through its Financial Sponsors Sold Companies to: Sold Companies for: Coverage Group, Houlihan Lokey has:  Ranked #1 U.S. Private Equity Advisor(1)  The broadest dedicated private equity coverage in the middle market  Unique access to key partners  In-depth knowledge of private equity groups with relevant investments  Close coverage of over 400 private equity firms and over Buyside, Financing, Financial Advisory for: Advised in Restructuring for: 100 hedge funds worldwide  20+ coverage officers located in North America, Europe and Asia  Worked on over 500 sponsor- related engagements with 400 sponsors in 2009

(1) Source: FactSet/Mergerstat LLC, 2008

Privileged and Confidential 48 Appendix

Overview of the Capital Markets Group Overview of the Capital Markets Group Dedicated Capital Markets Practice

 The Houlihan Capital Markets Group has extensive experience  Experience with all products across the capital structure: with over $250 billion (USD)1 in aggregate financings completed by the firm’s senior finance group professionals Equity and Equity-Linked  The Houlihan team leverages its extensive footprint to provide  IPO & Follow-on Advisory access to Senior Debt, Private Mezzanine Capital, High Yield,  PIPEs & Registered Directs Public & Private Equity, Hedge Funds and Other Institutional  Sponsor PIPEs Investors  Private Equity Placement – Private Companies  Convertible Structures – Private & Advisory  Unlike many other Investment Banks, Houlihan is free of any  At-the-Market Equity Offerings conflicts of interest with prospective investors  Rights Offerings  Houlihan does not provide Prime Brokerage services to  Tenders & Exchanges Hedge Funds  Houlihan is product agnostic versus other banks that favor Debt products that benefit their balance sheet  Revolving Credit Facilities  Term Loans  Houlihan’s model is customized versus volume oriented  Second Liens firms that are focused on league table credit versus optimal  Private Mezzanine execution  High Yield  The Capital Markets Group works directly with Knight Capital  Preferred/Structured Capital and investors. As such, they are not several levels removed from the direct investor feedback providing invaluable Liability Management immediacy of feedback and insight  Open Market Repurchases – Bank Debt & Bonds  The team has the experience and expertise to structure and  Tender Offers intermediate transactions to fit the needs of both the issuer and  Exchange Offers the investor(s) across all strategic financing applications:  Consent Solicitations  Amendments  Leveraged Buyouts  Leveraged ESOPs  Acquisition Financings  Dividend Recapitalizations  Growth Capital  PIPEs Financings  Refinancings  Special Situations (1) Includes transactions by members while at previous employers Privileged and Confidential 50 Overview of the Capital Markets Group Leading Capital Markets Platform

Houlihan Lokey has recently entered into an exclusive alliance with Knight Capital Group (“Knight”) (Nasdaq:NITE) to facilitate access for our clients to the equity and debt capital markets

Market Making Market Intelligence

•We are the world’s leading •Our vast reach allows market maker and the largest unparalleled insight into the liquidity provider for small and capital markets providing mid-cap issuers issuers with thoughtful information on the trading of their securities

Corporate Services Corporate Access

•We provide non-traditional •Corporate access provides execution services including issuers with exposure to our restricted stock transactions, institutional client base block trades, and issuer ISSUER through road shows and one- buybacks to institutional and on-one meetings with portfolio corporate clients CLIENT managers

Capital Structure Positioning Expertise

•We have exceptional insight •We have deep industry into understanding capital knowledge, facilitating strong structure issues insights into positioning issuers •Our restructuring practice is •This knowledge is evidenced by unmatched in its ability to Valuation Expertise our #1 M&A ranking in sub resolve capital structure $2BN transactions conflicts •We have unparalleled experience in valuation including fairness opinions, solvency, purchase price allocations, and FASB 157 opinions Privileged and Confidential 51 Overview of the Capital Markets Group We Touch Every Pocket of Capital

Fixed Income Equity PE / Alternative Capital

Chartwell Investment Partners

 Coverage of over 400 private equity firms  Over 1,300 institutional client relationships  Over 2,200 institutional client relationships and over 100 hedge funds worldwide  Advised on over $20 billion of aggregate high-  Advised on over $50 billion of aggregate public  Over 20 coverage officers located in North yield raised1 equity raised1 America, Europe, Asia  Advised on over $20 billion of leverage loans  Advised on over $3 billion of PIPEs raised1  Over 500 paid engagements in 2009 raised1

Note 1: Includes transactions by Capital Markets team members while at previous employers

Privileged and Confidential 52 Overview of the Capital Markets Group Leadership and Global Presence

 Knight is the #1 market maker in NYSE securities, with 17.26% total volume  Knight is the #1 market maker in NASDAQ CM securities, with 47.89% total volume  Knight is the #1 market maker in NASDAQ GM securities, with 42.18% total volume  Knight is the #1 market maker in NASDAQ GSM securities, with 18.15% total volume  Global Sales Office Locations:

Global Sales Office Locations

Source: AutEx/BlockData 2009 Full Year

Privileged and Confidential 53 Overview of the Capital Markets Group Knight’s Institutional Distribution Capabilities

Knight touches virtually all buy-side institutions that trade in Knight’s global markets  Knight Libertas (“Knight”) (NASDAQ: NITE) provides market access and trade execution services across multiple asset classes to buy-side, sell-side, and corporate issuer clients. Knight has revenues of about $1.2 billion and a market capitalization of $1.5 billion  Domestic Institutional Investors  More than 1,800 active domestic equity accounts  More than 850 active domestic fixed income accounts  International Institutional Investors  More than 400 active international equity accounts  More than 450 active international fixed income accounts  Extensive high yield research covering ~80% of tradable high yield and distressed universe  Research professionals average ~18 years of industry experience  In total Knight serves over 2,000 major U.S. and European institutions, including:  Mutual funds  Investment advisors  Insurance companies  Hedge funds  Pension funds  Knight has one of the largest and most experienced institutional sales teams in the world  Over 50 block traders and over 100 sales traders globally covering institutional and broker-dealer accounts in North America, Europe and Asia

Houlihan Lokey and Knight Capital Group represent a powerful combination of deep industry knowledge, independent advice and extensive distribution

Privileged and Confidential 54 Overview of the Capital Markets Group Fixed Income Sales

Knight’s sales team, averaging 17 years of industry experience with firms such as JP Morgan, Goldman Sachs, Bank of America, Morgan Stanley, Merrill Lynch, Credit Suisse and UBS, is one of the most experienced teams on Wall Street

 Al Lhota is co-head of Credit Sales. Al has more than 20 years experience in fixed income sales. Prior to joining Knight, Al led high yield teams at RBS and UBS.  Sean Dowd is co-head of Credit Sales. Sean has more than 17 years of experience in fixed income sales, trading and research. Prior to joining Knight, Sean was head of US credit trading and research at UBS.  Sal Abbatiello has 24 years of sales and trading experience. Prior to joining Knight, Sal held senior high yield sales and trading positions at firms including RBC, CSFB and Merrill Lynch. Sal was head of high yield trading at RBC and CSFB.  Danny Elkaim has over 24 years of sales experience. Prior to joining Knight, Danny was head of high yield sales trading and research at RBC. Danny also held sales positions at firms including DLJ, Merrill Lynch and Kidder Peabody.  Tom Dimond has over 25 years of investment grade sales experience. Prior to joining Knight, Tom held investment grade sales positions at firms including Goldman Sachs, Salomon Brothers and Barclays Capital.  Mark Mushro has over 25 years of industry experience. Prior to joining Knight, Mark held investment grade sales positions at firms including Merrill Lynch, DLJ and UBS.  Craig Manchuck has over 23 years of industry experience. Prior to joining Knight, Craig held high yield and convertible sales and capital markets positions at UBS, DLJ and Merrill Lynch.  Michael Murphy has over 24 years of sales and capital markets experience. Prior to joining Knight, Michael held sales and capital markets positions at firms including Lazard and CSFB.  Lalyn Kenyon has over 23 years of high yield sales and investing experience. Prior to joining Knight, Lalyn held high yield sales positions at Barclays and Salomon Brothers and was a portfolio manager at Fidelity.  David Nixon has over 22 years of industry experience. Prior to joining Knight, David held investment grade sales positions at firms including Morgan Stanley and Barclays Capital.  Bill Wachtel has over 20 years of industry experience. Prior to joining Knight, Steve held investment grade positions at firms including Credit Suisse and JP Morgan.  Sid Bakst has over 20 years of industry experience. Prior to joining Knight, Sid held a variety of investment grade portfolio management, trading and research positions at Weiss Peck and Greer and New York Life.

Privileged and Confidential 55 Overview of the Capital Markets Group Fixed Income Sales (cont.)

 John Stewart has over 20 years of investment grade sales experience. Prior to joining Knight, John held investment grade sales positions at firms including Goldman Sachs, Bank of America and Wachovia.  Michael Glick has over 20 years of industry experience. Prior to joining Knight, Michael held high yield positions at firms including Deutsche Bank and Prudential.  Gavin George has over 12 years of industry experience. Prior to joining Knight, Gavin held sales and capital markets positions at UBS and Macquarie.  Tom Champion has over 20 years of high yield sales experience. Prior to joining Knight, Tom held high yield sales positions at firms including RBS, UBS, Chase, Citi and BNP.  Steve Colman has over 30 years of industry experience. Prior to joining Knight, Steve held senior positions at firms including Bank of New York and DLJ.  Janet Furgiuele has over 13 years of high yield sales experience. Prior to joining Knight, Janet held high yield sales positions at Bank of America and JP Morgan.  Henry Levy has over 15 years of high yield sales experience. Prior to joining Knight, Henry held high yield sales positions at firms including Lehman Brothers, Societe Generale and Grantchester.  Amer Siddiqui has over 16 years of industry experience. Prior to joining Knight, Amer held sales and capital markets positions at firms including JP Morgan and BNP.  Jim Mannino has over 14 years of industry experience. Prior to joining Knight, Jim held sales and trading positions at firms including Credit Suisse and Merrill Lynch.  Jim Roth has over 12 years of industry experience. Prior to joining Knight, Jim held investment grade sales positions at firms including Barclays Capital, JP Morgan and Merrill Lynch.  Jeff Engel has over 20 years of high yield sales, trading and investing experience. Prior to joining Knight, Jeff held sales and portfolio management positions at firms including RBC, Standard Bank of London, Banco Santander and Drexel Burnham.  Laura Flynn has over 11 years of industry experience. Prior to joining Knight, Laura held investment grade sales positions at firms including Lehman Brothers.  Don Dizon has over 13 years of high yield sales experience. Prior to joining Knight, Don held sales positions at firms including Jefferies.  Adam Braham has over 3 years of industry experience. Prior to joining Knight, Adam was in fixed income sales at Merrill Lynch.

Privileged and Confidential 56 Overview of the Capital Markets Group Insightful Fixed Income Research

Knight’s Fixed Income Research takes a vigorous, fundamental “bottoms-up” approach to an issuer's entire capital structure. Each senior analyst has an average of over 18 years of experience in the industry. The team collectively covers a significant portion of the tradable high grade and high yield universe

Tim Daileader Rosemary Sisson Vivek Pal Terran Miller Crossover Autos Consumer Products Chemicals International High Grade Financials Paper/Packaging Energy Special Situations REITS Retail Metals (Debt and Equity) Transportation Tobacco Pipelines Utilities

Leah Pilla Aqeel Merchant Laura Rotter Rafael Ellas-Linero

Cable Beverage Emerging Markets Media Food Special Situations Paper Telecom Restaurants

Rupa Venkatagiri Peter Sorkin

Autos Financials Airlines Utilities

Leah Pilla, CFA, Director, is responsible for research covering the cable, media and telecom sectors. Ms. Pilla joined Knight Libertas in May 2008 from UBS where she was a Senior Fixed Income Research Analyst covering investment grade and crossover credits in the telecom, media and technology sectors. She spent close to 13 years at UBS, holding positions in High Yield Research, Equity Capital Markets, Latin America Mergers and Acquisitions, and Credit Risk Management. Prior to UBS, she was a Senior Analyst at Houlihan, Lokey, Howard & Zukin. Leah received a bachelor of science in business administration, with a concentration in finance, from the University of Virginia and a master’s of business administration from New York University. She is a CFA charter holder and a member of The Stamford CFA Society. Leah currently holds Series 7 and 63 licenses.

Privileged and Confidential 57 Appendix

Biographies Biographies Jess M. Ravich

Mr. Ravich is a Managing Director in Houlihan Lokey’s Los Angeles office and is the head of Debt Capital Markets.

Before joining Houlihan Lokey, Mr. Ravich founded Libra Securities in 1991 and was personally involved in all of Libra’s sales, trading, capital markets and corporate finance transactions. Over the past 18 years, he has raised approximately $2 billion in over 30 transactions for gaming and hospitality clients.

Mr. Ravich serves on the Board of Directors of Cherokee, Inc., numerous private corporations, the Undergraduate Executive Board of the Wharton School and the Archer School for Girls. He also has served on the Board of Directors of casinos in Nevada, Colorado and Mississippi and currently holds gaming licenses in 16 jurisdictions.

Before founding Libra in 1991, Mr. Ravich was an Executive Vice President of the fixed income department at Jefferies & Company, then a Los Angeles-based brokerage firm.

Before joining Jefferies, Mr. Ravich was a Senior Vice President at Drexel Burnham Lambert where he was a member of the Executive Committee of the high yield group and shared responsibility for running high yield trading from 1988 until Drexel closed in 1990. Prior to that, he ran the firm’s convertible trading desk.

Mr. Ravich received his B.S. and M.B.A., summa cum laude, from the Wharton School at the University of Pennsylvania and his J.D., magna cum laude, from Harvard Law School, where he was editor of the Law Review. He is registered with FINRA as a General Securities Principal (Series 7, 24 and 63) and a Limited Representative – Investment Banking (Series 79).

Privileged and Confidential 59 Biographies Tad Flynn

Mr. Flynn is a Managing Director in Houlihan Lokey’s New York office and is the head of Equity Capital Markets. His primary responsibilities include working with the firm’s clients to raise senior and junior capital to support general corporate purposes, refinancings, leveraged buyouts, recapitalizations, growth capital, restructurings and acquisitions. Before joining Houlihan Lokey, Mr. Flynn was the head of the Alternative Capital Markets Group at UBS where he spearheaded the firm’s efforts in raising private alternative capital for public and private clients; this seven-person team raised in excess of $10BN in over 60 transactions from 2006 to 2008. The ACM Group was a pioneer in both pre- IPO convertibles and PIPEs for acquisition financing. Prior to taking on this mandate, he was a managing director in the Equity Capital Markets Group, having joined the firm in 2001. He was responsible for all equity techniques for financial institutions, media, telecom, industrials and special situations. He has extensive experiences in all facets of the equity capital markets from IPOs to derivatives, and also developed the primary forward. Before his return to Wall Street, Mr. Flynn founded and ran Phoenix Media Group, a hybrid old- new media music firm from 1998 through early 2001. Mr. Flynn joined Salomon Brothers in early 1993 to establish their corporate equity derivative group. In 1994 he was asked to lead the combined convertible capital markets and corporate equity derivative group, which was responsible for such innovations as mandatory convertibles and Accelerated Share Repurchases. In 1995, he was named the deputy head of Global Equity Derivatives at Salomon overseeing the integration of all of the regional businesses and subsequently moved to London to run the European equity derivative group. Mr. Flynn’s career began at Bankers Trust in 1983 in the corporate finance department. In 1985 he moved to the then nascent derivatives group (swaps, caps & floors) and founded the municipal derivative effort. In 1986, he joined the emerging markets group where he was part of the merchant banking effort utilizing debt for equity swaps to acquire numerous Latin American companies as part of the emerging markets debt workout. From 1987 through 1989, he ran the corporate finance arm of emerging markets. In 1990 he rejoined the derivatives group, focusing on equity derivatives and developed the first corporate equity derivative desk on Wall Street. Mr. Flynn received a B.A. with honors in economics from Harvard College in 1983 and is registered with FINRA as a General Securities Principal (Series 7, 24 and 63) and a Limited Representative – Investment Banking (Series 79).

Privileged and Confidential 60 Biographies Mark D. Goldman

Mr. Goldman is a Managing Director in Houlihan Lokey’s Financial Sponsors Coverage Group. While he is primarily based in Los Angeles, he spends a significant amount of time in New York. As Head of our Hedge Fund Coverage Group, he has been dedicated to covering hedge funds since 2007 and maintains relationships with more than 100 hedge funds. He has been involved with some of the firm’s most interesting and complex situations.

Before joining Houlihan Lokey, Mr. Goldman was a director and a founding member of Deutsche Bank’s M&A group. Previously, he was a director in UBS’s M&A group. In these roles, he had advised on over 50 M&A transactions involving more than $75 billion of capital.

Mr. Goldman has also been Board Member of Affinity Media, a Goldman Sachs and Oak portfolio company and a faculty member of New York University’s School of Continuing and Professional Studies’ Center for Finance, Law, and Taxation, in both New York and Beijing.

Mr. Goldman earned a B.A. in economics from Duke University and an M.B.A. from Duke University’s Fuqua School of Business. In addition, he attended the London School of Economics for a general course degree from the Accounting & Finance department.

Privileged and Confidential 61 Biographies David C. Misch

Mr. Misch is a Managing Director in Houlihan Lokey’s Los Angeles office, where he is a member of the Financial Sponsors Coverage Group. Mr. Misch also specializes in the areas of corporate finance and valuation opinions. Mr. Misch’s experience includes domestic and international mergers and acquisitions, recapitalizations, debt and mezzanine financings, fairness opinions, solvency opinions, ESOP valuations and litigation.

Mr. Misch has been involved in a number of transactions focused in certain industries, specifically real estate and insurance and financial services. Mr. Misch has worked with a wide range of companies including: ANFI, Inc., Apartment Investment and Management Company, Capitol American Financial Corporation, Inc., Facilities and Services Corporation, Fidelity National Title Company, Five Star Holdings, Inc., Grove Property Trust, John Hancock, Michael Swerdlow Companies, Inc., Parking Company of America, PAULA Financial, Philips International Realty, Inc., Reliance Insurance Group, Robert F. Driver, Co. Inc., Starwood Hotels & Resorts, Starwood Financial Trust, The Completion Guarantors, The Underwriter Holdings Company, Limited and Westbridge Capital Corp.

Before joining Houlihan Lokey, Mr. Misch was an assistant vice president in the Corporate Finance and Insurance and Financial Services Group of Sanwa Bank California, where he underwrote, syndicated and managed senior debt financings for privately held and publicly traded companies.

Mr. Misch earned his B.A. from Claremont McKenna College, where he double majored in economics and government.

Privileged and Confidential 62 Biographies Lee Ann Gliha

Ms. Gliha is a Director in Houlihan Lokey’s Los Angeles office, where she works in the Media, Telecom & Gaming Group. She joined the firm in October 2008.

Before joining Houlihan Lokey, Ms. Gliha served as the EVP, Corporate Finance at Live Nation, where she was responsible for all the mergers & acquisitions, financing, investor relations and strategic planning functions of the company. During her time there, she oversaw 19 M&A and capital investment transactions and raised over $400 million of new capital.

Earlier, Ms. Gliha worked as an investment banker for 10 years, focusing primarily on the Media & Telecommunications sectors at Bank of America, UBS Investment Bank and Donaldson, Lufkin & Jenrette. While at those firms she advised on merger & acquisition assignments and raised over $40 billion in financings.

Ms. Gliha graduated summa cum laude from Claremont McKenna College with a B.A. in economics. She is registered with FINRA as a General Securities Representative (Series 7 and 63) and a Limited Representative – Investment Banking (Series 79).

Privileged and Confidential 63 Biographies Rit N. Amin

Mr. Amin is a Director in Houlihan Lokey’s Los Angeles office where he is a member of the firm’s Capital Markets Group. He focuses on raising senior, mezzanine debt and private equity capital for leveraged buyouts, acquisition financings as well as recapitalizations and restructurings for the firm’s clients across all industry sectors.

Before joining Houlihan Lokey, Mr. Amin was a Director in Wachovia Securities' Leveraged Finance Group. While at Wachovia Securities, he also served as a Vice President in High Yield Capital Markets and spent several years in the Financial Sponsors and Merchant Banking practice areas. He has over 10 years of investment banking and capital raising experience for leveraged buyouts, strategic acquisitions, corporate recapitalizations and take-private transactions in a variety of industry sectors including information technology, business services, general industrial, defense/aerospace, media and telecommunications. Mr. Amin has lead over 65 high yield and over 30 syndicated loan transactions collectively raising over $27 billion in capital for clients.

Mr. Amin graduated from the George Mason University School of Management with a B.S. in finance as an Outstanding Finance Scholar. He is registered with FINRA (formerly the NASD) as a General Securities Representative (Series 7 and 63) and a Limited Representative – Investment Banking (Series 79).

Privileged and Confidential 64 Biographies Chad Burns

Mr. Burns is a Senior Vice President in Houlihan Lokey’s San Francisco office, where he is a member of the Transaction Advisory Services group. He has more than a decade of experience providing financial and transaction advisory services to private equity investors and corporate clients engaged in domestic and cross-border merger, acquisition, leveraged buyout, divestiture, financing and restructuring transactions ranging in value from $5 million to in excess of $10 billion. Mr. Burns has experience across a wide range of industries including technology, media and entertainment, telecommunications, business services, consumer products and retail, with a concentration in technology and media.

Before joining Houlihan Lokey, Mr. Burns was a Senior Director in KPMG’s Transaction Services practice in New York City providing M&A advisory and due diligence services to financial and strategic buyers and sellers. Prior to this, Mr. Burns held corporate finance and corporate development operating positions with technology and digital media companies Salesforce.com and NBC Internet. Mr. Burns started his career in public accounting with KPMG in San Francisco.

Mr. Burns earned an M.B.A. in finance from Columbia Business School, an M.B.A. in finance from the University of California, Berkeley, Haas School of Business, and a B.S. in accountancy from San Diego State University. He is a Certified Public Accountant

Privileged and Confidential 65 Biographies Andrew W. Walter

Mr. Walter is a Senior Vice President in Houlihan Lokey's Media, Telecom & Gaming Group. He joined Houlihan Lokey in 1999 and has worked across all of the firm’s major product areas, providing financial restructuring, mergers and acquisitions, financing and valuation advisory services to clients in all sectors of the media industry. He is based in Los Angeles.

During his career at Houlihan Lokey, Mr. Walter has worked with such notable companies as Blockbuster, Carmike Cinemas, Chrysalis Music, Comcast, The EMI Group, IMG, Infogrames, Granite Broadcasting, KirchGruppe, Marvel Studios, Mediaset, Metro-Goldwyn-Mayer Studios, News Corporation, Paramount Pictures, Sony Pictures, UFC, Universal Studios, The Walt Disney Company, Warner Bros., The Weinstein Company and Yes Network. He was part of the deal team that received an award for the “Media, Entertainment and Telecom Deal of the Year” in 2007 for the sale of Picture Production Company to LDC.

Mr. Walter is a regular speaker at media industry conferences on film, television, music and interactive media. He has authored articles examining the impact of technological innovation on media business models and discussing potential future economic trends in the media industry.

Mr. Walter received his B.S. in business administration from the University of Denver. He is registered with FINRA as a General Securities Representative (Series 7 and 63) and a Limited Representative – Investment Banking (Series 79).

Privileged and Confidential 66 Biographies Stephen G. Lewis

Mr. Lewis is a Vice President in Houlihan Lokey’s Los Angeles office, where he works in the Media, Telecom & Gaming Group.

Before joining Houlihan Lokey, Mr. Lewis served as a vice president in the corporate finance department of Libra Securities. At Libra, Mr. Lewis advised clients on mergers and acquisitions, restructurings and private placements of senior debt, mezzanine debt and private equity in diverse industries, including gaming, hospitality, entertainment and leisure. During his career, Mr. Lewis has worked closely with numerous Las Vegas and regional gaming companies, gaming management companies, casino developers, media companies, restaurant companies and entertainment venue operators.

Earlier in his career, Mr. Lewis held various operating roles with early-stage media and technology companies, including Infogate, Inc., a venture-backed wireless communications firm, and HSX Holdings, Inc., a syndicator of original entertainment content to radio, television and print media outlets and market research to entertainment, consumer product and financial clients.

Mr. Lewis received his B.S. in economics with a concentration in finance from the Wharton School of the University of Pennsylvania. He is registered with FINRA as a General Securities Representative (Series 7 and 63) and a Limited Representative – Investment Banking (Series 79).

Privileged and Confidential 67