Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0010 (June 2002)
FCC 323
FOR FCC USE ONLY
 
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BOA - 20100616AEN
Section I - General Information
1. Legal Name of the Applicant 
ION MEDIA TELEVISION, 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:
0019861848
Call Sign 
KFPX-TV
Facility ID Number 
81509
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
KFPX-TV 81509 NEWTON IA 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
BY LAWS STATE OF FLORIDA

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 FLORIDA

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

10000
100
0
9900


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 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]



SECTION III - CERTIFICATION


I certify that I am SECRETARY

(Official Title)


of ION MEDIA TELEVISION, INC., DEBTOR-IN-POSSSESSION

(Exact legal title or name of respondent)


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.)

Signature
WILLIAM L. WATSON
Date
06/16/2010
Telephone Number of Respondent (Include area code) 5616824206

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits