COMBINED SONY ENTERTAINMENT TELEVISION AND WARNER CHANNEL BOARD OFREPRESENTATIVES MEETING January 21, 1999 Miami, Florida

Persons in Attendance

Representatives of Partners

HBO HBO OLE Steven Rosenberg Francisco Itriago Robert Sender Carolina Peraza

Warner Bros. Kelley Nichols HBO Brasil William Barry Sonv George Leitner Leo Perez SET T.C. Schultz Lino Garcia Sergio Pizzolante OLE Channels. L.D.C. Gaston Comas Warner Channel Enrique Cusco Ronald De Ruiter Elvira Dominguez HBO Media Services Jose Marroquin Ele Juarez Alejandra Sollet Cristina Mendoza

A copy ofthe Agenda for the Combined Meeting is attached to these Minutes as Annex A,

1. Marketplace Update Jos6 Manuel Pagani and Ele Juarez updated the Board on the Mari^etplace.

a) Argentina: Jose Manuel Pagani updated the Board on the history of the negotiations with Cablevisi6n and Multicanal. In Decemben 1998 both of these MSOs presented their final offers to HBO Ole and the offers were for less fees per subscriber than what they had been paying HBO Ole in 1998. As the Board knows, these MSOs were disconnected on December 31. 1998. In spite of HBO Ole's disconnection ofthe signal, the MSOs are still convinced that HBO Ole's decision is not final.

Combined SET and Warner January 1999 Meeting o Page 1 of 3 b) Chile: Jose ManuelPagani has reached an agreement withMetropolis Intercom,which includes its transition toapremium service over the next three (3) years Mr Pagani is still negotiating with VTR and is hoping to closeadeal next week at NATPE HBO Ole's strategy in Argentina has helped with the negotiations on transitioning to premium in Chile.

^) Colombia: The government of Colombia has still not passedaCable law or issued any new Cable licenses In addition, HBO Ole has continued its policyofnotlicensingtheservicestoanycableoperatorengaged in pirating and is participating in an anti piracy organization in Colombia.

d) Mexico: Athree (3) yearagreement has been reached with Multivision, guaranteeingarevenue stream overthe term ofthe contracL All Channels licensed pursuanttotheagreementwill be able to be boughtala carte since Multivision Seven no longer exists

e) Venezuela: An agreement has been reached with Cablevision for U.S.^IOmillion forthe four basic channels.

Acopyofthe handoutdistributed during the presentation is attached to these Minutes as Annex B.

2. Service Fee Allocations Various Board members had questions as to the increase in some ofthe seivice fee allocations Acopy ofthe handoutthatwas distributed is attached to these Minutes asAnnexC Jose Manuel Pagani answered thequestions and furtherstated that the Finance Committee has complete details on all allocations and Board Members should look atthat information and let management know ifthey have any further questions.

3. Advertising Sales Enrique Cusc^ reported that the new advertising stmcture is in place and communications between the Channels and the local representatives are improving. The Channels need to have regularmeetingsto review infonnation and analyze the pertormance ofthe local representatives.

Mr Cusc^ further reported that Blanca Fernandez is working with E^Y to develop aplanfortheChannelstosell advertising and bill in local currencies. The plan is almostcompleted and willbe presented to the Boards ofthe Channels for approvaL

Mr Perez and MrCusc^ reported that there is still no local representative in Mexico Afteralong discussion on all the problems encountered, MrCusco presentedatemporary alternative nowunderconsiderationforMexico There isan employee in the Mexico Regional Office whom ArturoFlores believes isagood salesperson ^oseManueiPaganihasagreed.onashorttemi basis, to aiiow

Combined SET and Warner January 1999 Meeting ^ C^ Page2of3 advertising sales to be based in the HBO Ole Mexico office, with the HBO Ole employee acting as the sales representative Sony did not likethissolution Sony would rather use its Miami employees to sell advertising onapan^regional basis. Mr Rosenberg requestedthatthe problem besolvedwithin one month orthe Board representatives will not be able to properly assess the effectiveness of the new advertising structure bythe agreed upon deadline

4. Office Space MrCuscoreportedthatMundoOl^willbemovingitsofficetoanewbuildinginLas Mercedes. Mr Cusc^ stated that Mundo Ole employees need more space anda nicer environment in which to work Ashorttermleasewill be signed because should HBO Ole findabuilding where all operations could be consolidated,Mundo Ole would move to the new group location. Mr Rosenberg expressed the same concerns and conclusions with respect to the Warner ChanneL Mr Perez stated that Sony has notyetdecidedifitwill move its operations. Sony's real estateexpert will be visiting Caracas to evaluate the available options. Mundo Ole and the WarnerChannel also will move all postproduction,art, graphicand audio functions to Las Mercedes

5 Sunrise Update VinceCaputo presented an update on both Sunrise and Hero. Mr Caputo informed the Board ofthe meetings that have been held with the Channels'representatives and BerardoDiAttanasio to plan the transition.

The Technical Committee will meet in Miami in midFebmaryto approve all aspects ofthe Sunrise operation,including personnel and equipmenL

8. Other Business Enrique Cusco inquired as to membership in TAPfortheChannels MrCusc^said he would look into the benefits and detriments ofjoining TAP and discuss same with Mr Pagani in orderto determine whether or notthe Channels should join TAP.

Mr Pagani requested thatfinance and administration be invited to the Channels' periodicface tofacemeetingsbecausefinancial information is not being properly communicated to those who need to have iL The Board members agreed with Mr Pagani'srequesL

The Board was infonned thatthe technical committee, worthing togetherwith Mr Di Attanasio. has the Y2K problems under control The Technical Committee hasa plan in place which addresses all concerns.

There being no furtherbusiness forthe joint Sony andWamerChannels'meeting, the meeting was adjourned so that the individual Channels could hold their respective Board meetings.

Combined SET and Warner January 1999 Meeting Q Page 3 of 3 ANNEX A

BOARD MEETING AGENDA

Thursday, January 21.1999

Sonv & Warner Channel Board Meeting 9:00 a.m.-10:30 a.m.

Combined Sonv Channel & Warner Channel Presentations including HBO LAG Management Sonv Channel Management. Warner Channel Management & Board Members

1. Affiliate distribution and market update Jose Manuel Pagani Ele Juarez 2. HBO Ole sen/ice fee allocations for 1999 Jose Manuel Pagani 3. Advertising Sales: Enrique Cusco Leo Perez - Report on status of local representatives - Mexico office situation - Final legal structure for local billing 4. Office space Enrique Cusco 5. Sunrise update - plan for Warner Channel and Vince Caputo Sony Channel in Miami ANNEX C m Eg U§ g9»g §1 p|i 98 n un\

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