New Stockholders’ Agreement STOCKHOLDERS’ AGREEMENT by and among ION MEDIA NETWORKS, INC., CIG MEDIA LLC and NBC UNIVERSAL, INC. Dated as of May 4, 2007Stockholders’ Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of May 4, 2007 by and among ION Media Networks, Inc., a Delaware corporation (“the “Company”), CIG Media LLC, a Delaware limited liability company (“CIG Media”), and NBC Universal, Inc., a Delaware corporation (“NBCU”).
Registration Rights Agreement for New SecuritiesRegistration Rights Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 4, 2007 (this “Agreement”), by and among ION Media Networks, Inc., a Delaware corporation (the “Company”), NBC Universal, Inc., a Delaware corporation (together with its Affiliates, “NBCU”) and CIG Media LLC, a Delaware limited liability company (“CIG”, and together with NBCU, the “Investors”).
NBCU Call Option II Agreement CALL AGREEMENTCall Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
CALL AGREEMENT, dated as of May 4, 2007 (this “Agreement”), by and among ION Media Networks, Inc., a Delaware corporation (“ION”), and NBC PALM BEACH INVESTMENT I, INC., a California corporation (“Palm Beach I”).
Registration Rights Agreement for Series B Convertible Subordinated DebtRegistration Rights Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of May 4, 2007 (the “Agreement”), by and among ION Media Networks, Inc., a Delaware corporation (the “Company”), on the one hand, and 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”) (“CIG” and together with the NBCU Entities, the “Purchasers”), on the other hand.
MASTER TRANSACTION AGREEMENT among ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc., and CIG Media LLC Dated as of May 3, 2007Master Transaction Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”) is made and entered into 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”).
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. CITADEL WELLINGTON LLC CIG MEDIA LLC C/O CITADEL INVESTMENT GROUP, L.L.C. 131 S. DEARBORN STREET, 32ND FLOOR CHICAGO, ILLINOIS 60603NBC Universal, Inc. • May 8th, 2007 • Radio broadcasting stations • New York
Put/Call Agreement PUT/CALL AGREEMENTPut/Call Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
PUT/CALL AGREEMENT (this “Agreement”) made and entered into as of May 4, 2007 by and between CIG Media LLC, a Delaware limited liability company (“CIG”), and NBC Universal, Inc., a Delaware corporation (“NBCU”).
NBCU Call Option I Agreement CALL AGREEMENTCall Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
CALL AGREEMENT, dated as of May 4, 2007 (this “Agreement”), by and among CIG Media LLC (“CM”), a Delaware limited liability company controlled by Citadel Limited Partnership, an Illinois limited partnership (“CLP”), and NBC PALM BEACH INVESTMENT II, INC., a California corporation (the “Investor”).
