EXHIBIT 10.251.1
THIS SUPPLEMENTAL
INDENTURE (this
“Supplement”), dated as of
August 20, 2007, is between ION
Media Networks, Inc., a corporation duly organized under the laws of the State of Delaware (the
“Company”), and The Bank of New York Trust Company, N.A., a national banking association, as
Trustee (the
“Trustee”).
Preliminary Statements
The Company and the Trustee are parties to that certain
Indenture, dated as of
May 4, 2007
(the
“Indenture”), relating to the issuance of
the Company’s 11% Series B Mandatorily Convertible
Senior Subordinated Notes due 2013. Section 2.02(g) of the
Indenture provides that Securities may
only be issued in denominations of $1,000 principal amount and any integral multiple thereof. The
parties hereto wish to supplement the
Indenture to provide that the Securities may be issued in any
denomination, whether or not an integral multiple of $1,000.
Section 10.01(l) of the
Indenture allows
the Company and the Trustee to enter into a
supplemental
indenture without the consent of the Holders to take any action that will not
adversely affect the Holders.
The Company hereby represents that the changes contained herein will
not adversely affect the Holders.
Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the
Indenture.
Agreement
In consideration of the purchase of the Securities by the Holders thereof, the parties hereto
agree, for the benefit of each other and for the equal and ratable benefit of the Holders of the
Securities, that the
Indenture is hereby supplemented to provide that Securities may be issued in
any denomination, whether or not an integral multiple of $1,000. Further, Securities of any
denomination, whether or not an integral multiple of $1,000, may be converted in the manner set
forth in Article 4 of the
Indenture, whether the conversion is optional or mandatory.
The Trustee makes no representations as to the validity or sufficiency of this Supplement. The
statements herein are deemed to be those of
the Company and not of the Trustee.
This Supplement may be executed and delivered (including by facsimile transmission) in one or
more counterparts, each of which when executed shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
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