923877--4/2/2007--ION_MEDIA_NETWORKS

related topics

{capital, credit, financial}

{debt, indebtedness, cash}

{control, financial, internal}

{personnel, key, retain}

{loss, insurance, financial}

{competitive, industry, competition}

{stock, price, operating}

{condition, economic, financial}

We have a high level of indebtedness and are subject to restrictions imposed by the terms of our indebtedness and preferred stock. We have a history of significant operating losses and negative cash flow and we may not become profitable in the future. We failed to redeem our outstanding preferred stock by the scheduled redemption dates in the fourth quarter of 2006, and the holders have the right to elect additional directors to our board of directors and to thereby influence our management and policies. The owner of two of the television stations that we operate under time brokerage agreements has the right to require us to purchase these stations at an aggregate purchase price of $36 million, and has exercised that right for one of the two stations. We have a history of significant operating losses and negative cash flow and we may not become profitable in the future. We may not be successful in operating a broadcast television network. If the rates at which we are able to sell long form paid programming were to decline, or if our new sales strategy is unsuccessful, our financial results could be adversely affected. We may lose a portion of our television distribution platform. We may be unable to satisfy our obligations to repurchase our senior debt if we experience a change of control. The exercise by NBCU, or a permitted transferee of NBCU s investment in us, of the rights under our agreements with NBCU could adversely affect our business. Our ability to pursue strategic alternatives is subject to limitations and factors beyond our control. We could be adversely affected by actions of the FCC, the U.S. Congress and the courts that could alter broadcast television ownership rules in a way that would materially affect our present operations or future business alternatives. We are required by the FCC to abandon the analog broadcast service of 22 of our full power stations occupying the 700 MHz spectrum, and the digital broadcast service of two stations occupying the 700 MHz spectrum, and may suffer adverse consequences if we are unable to secure alternative distribution on reasonable terms. We cannot assure you that we will successfully exploit our broadcast station group s digital television platform. We are dependent upon our senior management team and key personnel and the loss of any of them could materially and adversely affect us. We operate in a very competitive business environment. We may be adversely affected by changes in the television broadcasting industry or a general deterioration in economic conditions. Our business is subject to extensive and changing regulation that could increase our costs, expose us to greater competition, or otherwise adversely affect the ownership and operation of our stations or our business strategies. We believe that the success of our television operations depends to a significant extent upon access to households served by cable television systems. If the law requiring cable system operators to carry our signal were to change, we might lose access to cable television households, which could adversely affect our operations.

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923877--4/2/2007--ION_MEDIA_NETWORKS_INC.