NBC UNIVERSAL, INC. (NBCU) HAS CERTAIN INVESTOR PROTECTION RIGHTS UNDER THE STOCKHOLDERS' AGREEMENT BY AND AMONG ION MEDIA NETWORKS, INC. (ION), CIG MEDIA LLC, AND NBCU, SUBMITTED AS PART OF EXHIBIT 6. THESE RIGHTS ARE MORE FULLY DESCRIBED IN EXHIBIT 14. THE RIGHTS THAT MAY BE RELEVANT TO QUESTION 8(C) INCLUDE: (1) UNDER SECTION 3.1 OF THE STOCKHOLDERS' AGREEMENT, NBCU WILL, IF CERTAIN CONDITIONS ARE MET, HAVE THE RIGHT TO NOMINATE TWO DIRECTORS OF ION OR, IF NO NBCU NOMINEES ARE ELECTED, TO APPOINT TWO BOARD OBSERVERS, WHO WOULD NOT HAVE VOTING RIGHTS ON ANY ISSUE. NBCU WILL HAVE NO RIGHTS TO VOTE FOR DIRECTORS, INCLUDING ITS NOMINEES, AND THERE IS NO ASSURANCE THAT NBCU'S NOMINEES WILL BE ELECTED TO THE ION BOARD. (2) UNDER SECTION 5(C), NBCU WILL HAVE THE RIGHT TO APPROVE ION'S PROPOSED BUDGETS, BUT IN THE EVENT THAT A BUDGET ITEM IS NOT APPROVED, THE PREVIOUS YEAR'S BUDGET FOR THAT ITEM WILL BE DEEMED APPROVED. (3) UNDER SECTION 5(J), NBCU HAS APPROVAL RIGHTS FOR CERTAIN MATERIAL EMPLOYMENT AGREEMENTS (I.E., THOSE INVOLVING CASH COMPENSATION IN EXCESS OF $400,000 PER YEAR OR WITH TERMS LONGER THAN THREE YEARS). SIMILAR RIGHTS PREVIOUSLY HELD BY NBCU WERE APPROVED BY THE COMMISSION IN TELEMUNDO COMMUNICATIONS GROUP, INC., 17 FCC RCD 6958 (2002).