2ND AMENDMENT TO MASTER AGREEMENT
Exhibit
99.13
2ND
AMENDMENT
TO
August
21, 2007
ION
Media
Networks, Inc.
000
Xxxxxxxxxx Xxxx Xxxx
Xxxx
Xxxx
Xxxxx, XX 00000-0000
Attention: General
Counsel
Tel: 000-000-0000
Fax: 000-000-0000
000
X.
Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
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 (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 2.01(b) and Section 12.05 of the Master
Agreement, the Company, the NBCU Entities and CIG Media hereby amend the
Master
Agreement as follows:
1. Section
1.01 of the Master Agreement is hereby amended by deleting the definition
of
“Transaction Agreements” in its entirety and replacing it with the
following:
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“Transaction
Agreements” means, collectively, this Agreement, the Registration Rights
Agreement for New Securities, the Registration Rights Agreement
for Series
B Convertible Subordinated Debt, the Series A Convertible Subordinated
Debt Indenture, the Series B Convertible Subordinated Debt Indenture,
NBCU
Option I, NBCU Option II, the New Preferred Stock Certificates
of Designation, the New Stockholders’ Agreement, the Put/Call Agreement,
the Series B Put/Call Agreement and the Warrant.
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2. Section 10.10
of the Master Agreement is hereby amended by deleting it in its entirety
and
replacing it with the following:
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SECTION
10.10. Exchange of NBCU Series B
Preferred. Promptly following the Exchange Offer Closing or
immediately prior to the Contingent Exchange, as applicable, NBC
Palm
Beach I shall surrender and deliver to the Company one or more
certificates representing all but $250,000,000 stated liquidation
preference of the remaining NBCU Series B Preferred it holds (after
giving
effect to Sections 2.05 and 5.04), and all accrued but unpaid dividends
on
the NBCU Series B Preferred shall be cancelled, in exchange for
(i)
$31,070,000 aggregate stated liquidation preference of Series E-1
Convertible Preferred, (ii) the NBCU Option II and (iii) Series
D
Convertible Preferred with an aggregate stated liquidation preference
equal to $21,070,000 less than the total aggregate stated liquidation
preference of NBCU Series B Preferred surrendered by NBC Palm Beach
I
pursuant to this Section 10.10. Immediately following receipt
of the certificates representing the respective aggregate stated
liquidation preference of NBCU Series B Preferred surrendered by
NBC Palm
Beach I pursuant to this Section 10.10, the Company shall cancel
such
certificates and issue to NBC Palm Beach I certificates representing
such
aggregate stated liquidation preference of Series E-1 Convertible
Preferred and Series D Convertible Preferred, respectively, as
shall be
determined pursuant to the preceding sentence.
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3. The
Master Agreement is hereby amended by adding the following at the end of
Article
V.
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SECTION
10.26. Series B Put/Call
Agreement: Simultaneously with the consummation of the
Contingent Exchange, the Company, CIG and NBCU shall enter into
a Put/Call
Agreement substantially in the form of Exhibit Y attached hereto
(the
“Series B Put/Call Agreement”).
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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.
5. 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 2nd Amendment
by
countersigning and returning the enclosed copy of this letter.
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Very
truly yours,
NBC
UNIVERSAL, INC.
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
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Xxxx Xxxxxxxx | ||
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Title:
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Executive
Vice President,
Chief
Financial Officer and Treasurer
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NBC
PALM BEACH INVESTMENT I, INC.
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By:
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/s/
Xxxxx Xxxxxxxx
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Name:
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Xxxx Xxxxxxxx | ||
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Title:
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Vice President and Treasurer | ||
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NBC
PALM BEACH INVESTMENT II, INC.
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
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Xxxx Xxxxxxxx | ||
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Title:
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Vice President and Treasurer | ||
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Agreed
to and accepted as of August 21, 2007:
ION
MEDIA NETWORKS, INC.
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By:
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/s/ Xxxxxxx Xxxxxx | |
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Name:
Xxxxxxx Xxxxxx
Title:
Chief Financial Officer
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By: Citadel
Limited Partnership,
its Manager
By: Citadel
Investment Group, L.L.C.,
its General Partner
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By:
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/s/ Xxxxxxx Xxxxxxxxx | |
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Name:
Xxxxxxx Xxxxxxxxx
Title:
Managing Director
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