1.	Legal Name of the Applicant  ION MEDIA NETWORKS, INC., DEBTOR-IN-POSSESSION
	Mailing Address 601 CLEARWATER PARK ROAD
	City WEST PALM BEACH		State or Country (if foreign address) FL	ZIP Code 33401 - 6233
	Telephone Number (include area code) 5616824206		E-Mail Address (if available)  BILLWATSON@IONMEDIA.COM
	FCC Registration Number: 0019895614	Call Sign  KPXL-TV	Facility ID Number  61173
2.	Contact Representative (if other than Licensee/Permittee) WILLIAM L. WATSON		Firm or Company Name ION MEDIA NETWORKS, INC.
	Telephone Number (include area code) 5616824206		E-Mail Address (if available) BILLWATSON@ION MEDIA.COM
3.	Name of entity, if other than licensee or permittee, for which report is filed
	Mailing Address
	City		State or Country (if foreign address)	ZIP Code -
	Telephone Number (include area code)		E-Mail Address (if available)
4.	If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114): Governmental Entity Fee-exempt Report Other PARENT COMPANY N/A (Fee Required)

Section II - Ownership Information

5.	a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other d. Amendment to pending application for the following stations: [Enter Station Information] Station List This Report is filed for the following stations: Call Letters Facility ID Number Location (City/State) Class of service KPXL-TV 61173 UVALDE TX TV All of the information furnished in this Report is accurate as of 11/01/2009 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.) This Report is filed for (check one)
6.	Respondent is: Sole proprietorship Not-for-profit corporation Limited partnership For-profit corporation General partnership Other If "Other", describe nature of the respondent in an Exhibit. [Exhibit 1]
7.	List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.) [Enter Contract/Instrument Information] Contracts/Instruments Information List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.) Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDED & RESTATED BY LAWS STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration ARTICLES OF INCORPORATION, AS AMENDED STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration MASTER AGREEMENT, AS AMENDED ION MEDIA NETWORKS, INC. (ION) & THE CHRISTIAN NETWORK, INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INDENTURE (FLOATING RATE SECOND PRIORITY SENIOR SECURED NOTES DUE 2013) ION, GUARANTORS & BANK OF NY TRUST CO., N.A., AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration TERM LOAN AGREEMENT ION, GUARANTORS, LENDERS AND CITICORP AS ADMIN AGENT FOR LEN Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration PLEDGE AND SECURITY AGREEMENT ION, GRANTORS, BANK OF NY, 1ST & 2ND PRIORITY TRUSTEE & CITI Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INDENTURE (11% SERIES B MANDATORILY CONVERTABLE SENIOR SUBORDINATED NOTES DUE 2013) ION AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INDENTURE (11% SERIES A MANDATORILY CONVERTABLE SENIOR SUBORDINATED NOTES DUE 2013) ION AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDED CERTIFICATE OF DESIGNATION OF 13-1/4% CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDED CERTIFICATE OF DESIGNATION OF 9-3/4% SERIES A CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF 11% SERIES B CONVERTIBLE EXCHANGEABLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FORM OF INDENTURE (11% EXHCANGEABLE DEBENTURES DUE 2006) ION, THE BANK OF NEW YORK, AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration MASTER TRANSACTION AGREEMENT ION, NBCU, NBC PALM BEACH INVEST I & II & CIG MEDIA, LLC Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FIRST AMENDMENT TO MASTER TRANSACTION AGREEMENT ION, NBCU, NBC PALM BEACH INVEST I & II, AND CIG MEDIA, LLC Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SECOND AMENDMENT TO MASTER TRANSACTION AGREEMENT ION, NBCU, NBC PALM BEACH INVEST I & II AND CIG MEDIA, LLC Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration THIRD AMENDMENT TO MASTER TRANSACTION AGREEMENT ION, NBCU, NBC PALM BEACH INVEST I & II AND CIG MEDIA, LLC Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CALL AGREEMENT CIG MEDIA LLC AND NBC PALM BEACH INVESTMENT II, INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CALL AGREEMENT ION AND NBC PALM BEACH INVESTMENT I, INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration STOCKHOLDERS' AGREEMENT ION, CIG MEDIA LLC AND NBC UNIVERSAL, INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration ASSIGNMENT AND ASSUMPTION AGREEMENT NBC UNIVERSAL, NBC PALM BEACH INVEST II AND CIG MEDIA LLC Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration PUT/CALL AGREEMENT CIG MEDIA LLC AND NBC UNIVERSAL, INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration REGISTRATION RIGHTS AGREEMENT ION, NBC UNIVERSAL, INC. AND CIG MEDIA LLC Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration PAXSON CONSULTING AGREEMENT AND NON-COMPETITION AGREEMENT ION, NBC UNIVERSAL, INC. AND LOWELL W. PAXSON Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF DESIGNATION OF 8% SERIES A-2 NON-CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF DESIGNATION OF 12% SERIES B MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF 8% SERIES C MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF DESIGNATION OF 8% SERIES D MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF DESIGNATION OF SERIES E-1 MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF DESIGNATION OF SERIES E-2 MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDMENT TO STOCKHOLDERS' AGREEMENT ION, CIG MEDIA LLC AND NBC UNIVERSAL, INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF DESIGNATION OF 12% SERIES B-1 MANDATORILY CONVERTIBLE PREFERRED STOCK STATE OF DELAWARE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INDENTURE (FLOATING RATE FIRST PRIORITY SENIOR SECURED NOTES DUE 2012) ION, GUARANTORS & BANK OF NY TRUST CO., N.A., AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AMENDED & RESTATED DEBTOR-IN-POSSESSION CREDIT AGREEMENT ION, LENDERS AND WILMINGTON TRUST FSB, AS COLLATERAL AGENT
8.	Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.) [Enter Capitalization Information] Capitalization Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.) Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 1000000000 66746520 0 933253480 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 35000000 8311639 0 266883 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 1000000000 0 0 1000000000 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 1000000000 0 0 1000000000 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 72000 786 0 71214 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 17500 67 0 17433 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 60607 25000 0 35607 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 11000 8752 0 2248 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 3700 3412 0 288 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 11000 0 0 11000 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 39000 9338 0 29662 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 4500 3107 0 1393 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 21000 20000 0 1000 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued 1000 6 0 994
9.	(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary. [Enter Owner Information] Owner Information List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary. (Read carefully - The numbered items below refer to line numbers in the following table.) 1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. 2. Gender (male or female). 3. Ethnicity (check one). 4. Race (select one or more). 5. Citizenship. 6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc. 7. Percentage of votes. 8. Percentage of total assets (equity debt plus). 1. Name and Address 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship 6. Positional Interest 7. Percentage of votes 100.00 8. Percentage of total assets (equity debt plus) 100.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Female 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 (b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No N/A See Explanation in [Exhibit 2] (c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3] (d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters? Yes No   If "Yes", submit an Exhibit setting forth full information as to the family relationship [Exhibit 4] (e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee? If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest. Yes No [Exhibit 5]

I certify that I am VICE PRESIDENT

of ION MEDIA NETWORKS, INC., DEBTOR-IN-POSSESSION

and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)