EX-10.1






EXHIBIT 10.1




3RD AMENDMENT TO

MASTER AGREEMENT




January 11, 2008



ION Media Networks, Inc.


601 Clearwater Park Road


West Palm Beach, FL 33401-6233


Attention: General Counsel



NBC Universal, Inc.


NBC Palm Beach Investment I, Inc.


NBC Palm Beach Investment II, Inc.


30 Rockefeller Plaza


New York, NY 10112


Attention: General Counsel



Ladies and Gentlemen:



Reference is hereby made to the Master Transaction Agreement, dated as of May 3, 2007, by and
among ION Media Networks, Inc., a Delaware corporation (the “Company”), NBC Universal,
Inc., a Delaware corporation (“NBCU”), NBC Palm Beach Investment I, Inc., a California
corporation (“NBC Palm Beach I”), NBC Palm Beach Investment II, Inc., a California
corporation (“NBC Palm Beach II” and, together with NBCU and NBC Palm Beach I, the
“NBCU Entities”), and CIG Media LLC, a Delaware limited liability company (“CIG
Media”), as amended by the Amendment to the Master Agreement dated June 8, 2007 and the
2nd Amendment to the Master Agreement dated August 21, 2007 (together, the “Master
Agreement”). All capitalized terms used but not otherwise defined herein shall have the
meanings given to them in the Master Agreement.



The parties to the Master Agreement wish to amend the Master Agreement as set forth in this
letter (this “Amendment”). Pursuant to Section 12.05 of the Master Agreement, the
Company, the NBCU Entities and CIG Media hereby amend the Master Agreement as follows:



1. Section 10.01(b) of the Master Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:



The Company, acting through the Board, shall, in accordance with applicable Law and
the Company’s Certificate of Incorporation and By-laws, duly call, give notice of,
convene and hold an annual or special meeting of its stockholders as promptly as
practicable following the Call Closing for the purpose of considering and taking
action on the Restated Certificate of Incorporation necessary to effect the Reverse
Stock Split (the “Stockholders’ Meeting”). The Company shall (A) include in
the Proxy Statement, and not subsequently withdraw or modify in any manner adverse
to CIG, the declaration of the Board that the Restated Certificate of Incorporation
is advisable and (B) use its best efforts to obtain approval of the Restated
Certificate of Incorporation; provided, however, that such
declaration may be withdrawn or modified by the Board without the prior written
consent of CIG and the NBCU Entities to the extent that the Board determines in the
good faith exercise of its reasonable business judgment, after receiving the advice
of outside counsel, that such declaration would no longer be consistent with its
fiduciary duties to the Company’s stockholders under applicable Law, in which event
notwithstanding such withdrawal or modification of such declaration, the Company’s
obligation to duly call, give notice of, convene and hold the Stockholders’ Meeting
pursuant to this Section 10.01(b) shall not be affected. At the Stockholders’
Meeting, CIG shall vote (or cause to be voted) all shares of Voting Stock that it or
its subsidiaries has the power to vote on the record date for the Stockholders’
Meeting, in favor of the Restated Certificate of Incorporation necessary to effect
the Reverse Stock Split. Notwithstanding the foregoing, if CIG shall sign a consent
in writing approving the matters set forth in the first sentence of this Section
10.01(b), and duly deliver such written consent to the Company in the manner
provided in the Certificate of Incorporation of the Company following the Call
Closing, the Company shall no longer be obligated to duly call, give notice of,
convene or hold the Stockholders’ Meeting.



2. Section 10.13 of the Master Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:




SECTION 10.13 Exchange of Series A-2 Preferred Stock Following the Call Closing.
At any time on or prior to the second anniversary of the Call Closing, CIG shall have the
right to surrender and deliver to the Company one or more certificates representing the
Series A-2 Preferred Stock that CIG received pursuant to Section 10.11 in exchange for
Series C Convertible Preferred with an equal aggregate stated liquidation preference. CIG
shall be required to surrender and deliver to the Company the certificates representing the
Series A-2 Preferred Stock that CIG received pursuant to Section 10.11 in exchange for
Series C Convertible Preferred with an equal aggregate stated liquidation preference
immediately prior to a Mandatory Conversion Event (as such term is defined in the Series C
Convertible Preferred Certificate of Designation) which occurs on or prior to the second
anniversary of the Call Closing. Immediately following receipt of the certificate or
certificates representing the Series A-2 Preferred Stock surrendered by CIG, the Company
shall cancel such certificate or certificates and issue to CIG one or more certificates
representing Series C Convertible Preferred with an equal aggregate stated liquidation
preference.



3. The definition of “Series C Convertible Preferred Certificate of Designation” in
Section 1.01 of the Master Agreement is hereby amended by deleting such definition in its
entirety and replacing it with the following:



"Series C Convertible Preferred Certificate of Designation” means the Certificate of
Designation of Series C Convertible Preferred to be executed and filed with the Secretary of State
of the State of Delaware promptly following the Call Closing which shall have become effective and
shall be in full force and effect upon filing with the Secretary of State of the State of Delaware,
in the form of Exhibit J-1 attached hereto.



4. This Amendment shall be governed by the laws of the State of New York. This Amendment may
be executed and delivered (including by facsimile transmission) in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original, but all of which taken together shall constitute one and the same agreement.
This Amendment may only be modified, amended or supplemented by written instrument duly executed by
the parties hereto.



Except as otherwise set forth in this Amendment, the Master Agreement shall remain in full
force and effect.



[Signatures on Next Page]




Please acknowledge your agreement to and acceptance of the terms of this 3rd
Amendment by countersigning and returning the enclosed copy of this letter.



Very truly yours,



	 	 	 
	CIG MEDIA LLC

	By:

By:

	 	Citadel Limited Partnership,

its Manager

Citadel Investment Group, L.L.C.,

its General Partner
	By:

	 	/s/ Matthew Hinerfeld
	
 
	 	 
	
 
	 	Name: Matthew Hinderfeld

Title: Authorized Signatory






Agreed to and accepted as of January 11, 2008:



ION MEDIA NETWORKS, INC.



	 	 	 
	By:

	 	/s/ Brandon Burgess
	
 
	 	 
	
 
	 	Name: R. Brandon Burgess

Title: Chief Executive Officer






NBC UNIVERSAL, INC.



	 	 	 
	By:

	 	/s/ W. Scott Seeley
	
 
	 	 
	
 
	 	Name: W. Scott Seeley

Title: Sr. VP Corp: Transaction Law






NBC PALM BEACH INVESTMENT I, INC.



	 	 	 
	By:

	 	/s/ W. Scott Seeley
	
 
	 	 
	
 
	 	Name: W. Scott Seeley

Title: Authorized Signatory






NBC PALM BEACH INVESTMENT II, INC.



	 	 	 
	By:

	 	/s/ W. Scott Seeley
	
 
	 	 
	
 
	 	Name: W. Scott Seeley

Title: Authorized Signatory