AMENDMENT NO. 5 TO SCHEDULE TO

This Amendment No. 5 (this ‘‘Amendment’’) amends and supplements the Tender Offer Statement on Schedule TO originally filed on May 4, 2007, as amended (the ‘‘Schedule TO’’) relating to a tender offer by CIG Media LLC, a Delaware limited liability company (including any successor, ‘‘Purchaser’’), pursuant to Rule 14d-1 under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), to purchase any and all outstanding shares of Class A common stock, par value $0.001 per share (‘‘Shares’’), of ION Media Networks, Inc., a Delaware corporation (the ‘‘Company’’), at a price of $1.46 per Share, net to the sellers in cash, without interest. Purchaser is owned by Citadel Wellington LLC (‘‘CW’’) and Citadel Kensington Global Strategies Fund Ltd. (‘‘CKGS’’). Citadel Limited Partnership (‘‘CLP’’) is the non-member manager of Purchaser and, in such capacity, makes all of the investment decisions for Purchaser. Citadel Investment Group, L.L.C. (‘‘CIG’’) is the general partner of CLP. Kenneth Griffin is the President and Chief Executive Officer of CIG and owns a controlling interest in CIG (Kenneth Griffin together with CW, CKGS, CLP and CIG, ‘‘Purchaser’s Affiliates’’). The terms and conditions of the offer are described in the Offer to Purchase, dated May 4, 2007 (the ‘‘Offer to Purchase’’) and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the ‘‘Offer’’), copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to them in the Schedule TO. This Amendment is being filed on behalf of Purchaser and Purchaser’s Affiliates.

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ITEM 8.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Solely for purposes of Item 5 of Schedule 13D, Item 8 of the Schedule TO is hereby amended by replacing in its entirety the information added to such Item for Schedule 13D purposes by Amendment No. 1 to the Schedule TO with the following:

(a) The aggregate number and percentage of Shares beneficially owned by Purchaser, CLP, CIG and Kenneth Griffin (the ‘‘Reporting Persons’’):

Number of Shares: 300,538,753¹¹

Percentage of Shares: 97.7%¹²

(b) Sole power of each of the Reporting Persons to vote or direct the vote of the Shares: 0

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The aggregate number of Shares that the Reporting Persons may be deemed to beneficially own is the sum of the following: (i) 43,274,759 Shares beneficially owned by the Purchaser (including 40,550,552 Shares representing the approximate number of Shares accepted for payment in the initial offering period of the Offer); (ii) 15,455,062 Shares that would be beneficially owned by the Purchaser upon the Call Closing; (iii) 8,311,639 Shares that would be issued to the Purchaser upon conversion of the 8,311,639 shares of Class B Common Stock that would be beneficially owned by the Purchaser upon the Call Closing; (iv) 163,960 Shares that would be issued upon conversion of 262.33603 shares of the Company’s 9¾% Preferred Stock beneficially owned by the Purchaser; (v) 133,333,333 Shares that would be issued to the Purchaser upon conversion of $100 million of the Company’s Series B Convertible Subordinated Debt beneficially owned by the Purchaser; and (vi) 100,000,000 shares that would be issued to the Purchaser upon exercise of the Warrant. With respect to the Call Shares identified in sub-clauses (ii) and (iii) of this footnote 11, pursuant to the Call Agreement, the obligation of the Paxson Stockholders to deliver the Call Shares to the Purchaser is conditioned on the completion of the Offer and other material conditions, including FCC approval of the purchase of the Call Shares by the Purchaser and other conditions contained in the Call Agreement. Accordingly, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Call Shares for purposes of Section 13(d) of the Exchange Act or for any other purpose, and any such beneficial ownership thereof is expressly disclaimed.

The aggregate number of Shares reported as beneficially owned by the Reporting Persons excludes the following 470,227,426 Shares, which represent the maximum number of Shares that could be issued to the Purchaser in the Exchange Offer or the Contingent Exchange, as applicable: (a) 224,719,101 Shares that would be issued to the Purchaser upon conversion of $200,000,000 aggregate stated liquidation preference of the Company’s Series E-2 Convertible Preferred Stock that, among other securities, would be issued to the Purchaser in exchange for the Company’s Series F Non-Convertible Preferred Stock beneficially owned by the Purchaser, (b) 127,446,252 Shares that would be issued to the Purchaser upon conversion of $95,584,689 aggregate stated liquidation preference or principal amount, as applicable, of the Company’s preferred stock or the Company’s Series B Convertible Subordinated Debt that would be issued to the Purchaser in the Contingent Exchange or in respect of securities received by the Purchaser in the Contingent Exchange; (c) 13,333,333 Shares that would be issued upon conversion of $10 million in principal amount of the Company’s Series B Convertible Subordinated Debt that would be transferred by NBC Palm Beach I to the Purchaser if the Contingent Exchange occurs; (d) 20,000,000 Shares that would be issued upon conversion of $15 million of the Company’s Series B Convertible Subordinated Debt to be issued to the Purchaser to fund the Company’s expenses; and (e) 84,728,740 Shares that would be issued upon conversion of $76,403,430 in principal amount or aggregate stated liquidation preference, as applicable, of the Company’s Series B Convertible Subordinated Debt and the Company’s preferred stock that would be issued to the Purchaser in the Exchange Offer. The Reporting Persons do not beneficially own any of the Shares identified in sub-clauses (a) through (e) of this footnote 11, and the issuance to the Purchaser of the securities underlying those Shares is subject to the satisfaction of the conditions to the Exchange Offer and other material contingencies, including the number of shares of Senior Preferred Stock tendered (with related consents) in the Exchange Offer and the occurrence of the Exchange Offer or the Contingent Exchange, as applicable. Accordingly, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Shares identified in sub-clauses (a) through (e) of this footnote 11 for purposes of Section 13(d) of the Exchange Act or for any other purpose, and any such beneficial ownership thereof is expressly disclaimed.

Based on information reported by the NBCU Entities, National Broadcasting Company Holding, Inc. and General Electric Company in Amendment No. 10 to Schedule 13D filed with the Securities and Exchange Commission on May 7, 2007, NBC Palm Beach I holds 39,607 shares of 11% Series B Preferred Stock convertible into 198,035,000 Shares. If the Reporting Persons and the NBCU Entities were deemed to be a group by virtue of the transactions described in Section 11 —‘‘Terms of the Master Transaction Agreement and Other Material Agreements’’ of the Offer to Purchase, the Reporting Persons would be deemed to beneficially own an aggregate of 498,648,086 Shares. However, the Reporting Persons expressly disclaim beneficial ownership of the shares of 11% Series B Preferred Stock owned by any of the NBCU Entities.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by either of CW or CKGS that it is the beneficial owner of any of the Shares reported herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and any such beneficial ownership thereof is expressly disclaimed.

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The denominator used in calculating this percentage is 307,701,197, which is the sum of (i) 65,892,265 outstanding Shares, (based on information provided by the Company on June 4, 2007) and (ii) 241,808,932 Shares that would be issued upon conversion of the securities disclosed in footnote 11, items (iii) through (vi) above, of this Schedule 13D. If the Reporting Persons and the NBCU Entities were deemed to be a group by virtue of the transactions described in Section 11 —‘‘Terms of the Master Transaction Agreement and Other Material Agreements’’ of the Offer to Purchase, the Reporting Persons would be deemed to beneficially own approximately 98.6% of the Shares. However, the Reporting Persons expressly disclaim beneficial ownership of the shares of 11% Series B Preferred Stock owned by any of the NBCU Entities.

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Shared power of the Reporting Persons to vote or direct the vote of Shares: 300,538,753¹³

Sole power of each of the Reporting Persons to dispose or to direct the disposition of Shares: 0

Shared power of the Reporting Persons to dispose or direct the disposition of the Shares: 300,538,753¹⁴

The power to vote or to direct the vote or to dispose or direct the disposition of the 300,538,753 Shares reported herein is shared among the Reporting Persons.

(c) The information set forth in Section 9—‘‘Certain Information Concerning the Purchaser and Its Affiliates,’’ Section 11—‘‘Terms of the Master Transaction Agreement and Other Material Agreements,’’ and Schedule I, ‘‘Directors and Executive Officers of Purchaser and Certain of Its Affiliates’’ is incorporated herein by reference.

13	See footnote 11 above.

14	See footnote 11 above.

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SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of June 5, 2007 that the information set forth in this statement is true, complete and correct.

CIG MEDIA LLC
By:			Citadel Limited Partnership, its Manager
By:			Citadel Investment Group, L.L.C., its General Partner
By:			/s/ Matthew Hinerfeld
Name: Matthew Hinerfeld Title: Managing Director & Deputy General Counsel

CITADEL WELLINGTON LLC
By:			Citadel Limited Partnership, its Manager
By:			Citadel Investment Group, L.L.C., its General Partner
By:			/s/ Matthew Hinerfeld
Name: Matthew Hinerfeld Title: Managing Director & Deputy General Counsel

CITADEL KENSINGTION GLOBAL STRATEGIES FUND LTD.
By:			Citadel Limited Partnership, its Portfolio Manager
By:			Citadel Investment Group, L.L.C., its General Partner
By:			/s/ Matthew Hinerfeld
Name: Matthew Hinerfeld Title: Managing Director & Deputy General Counsel

CITADEL LIMITED PARTNERSHIP
By:			Citadel Investment Group, L.L.C., its General Partner
By:			/s/ Matthew Hinerfeld
Name: Matthew Hinerfeld Title: Managing Director & Deputy General Counsel

CITADEL INVESTMENT GROUP, L.L.C.
By:			/s/ Matthew Hinerfeld
Name: Matthew Hinerfeld Title: Managing Director & Deputy General Counsel

KENNETH GRIFFIN
By:			/s/ Matthew Hinerfeld
Name: Matthew Hinerfeld, attorney-in-fact*

*	Matthew Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed on May 10, 2007, as an attachment to Amendment No. 2 to Schedule TO, and hereby incorporated by reference herein.

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Exhibit Index.

Exhibit			Description
(a)(1)			Offer to Purchase, dated May 4, 2007*
(a)(2)			Letter of Transmittal and related Instructions*
(a)(3)			Notice of Guaranteed Delivery*
(a)(4)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
(a)(5)			Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees*
(a)(6)			Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
(a)(7)			Summary Advertisement, dated May 4, 2007, Appearing in The Wall Street Journal*
(a)(8)			Press Release dated May 11, 2007*
(a)(9)			Press Release dated June 4, 2007*
(b)			Not Applicable
(d)(1)			The Master Transaction Agreement, dated as of May 3, 2007, by and among ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC*
Exhibit A			Series A Convertible Subordinated Debt Indenture Term Sheet*
Exhibit B			Series B Convertible Subordinated Debt Indenture, dated as of May 4, 2007, by and among ION Media Networks, Inc., The Bank of New York Trust Company, N.A., as trustee and subsidiary guarantors*
Exhibit C			Call Agreement, dated as of May 4, 2007, by and between CIG Media LLC and NBC Palm Beach Investment II, Inc.*
Exhibit D			Call Agreement, dated as of May 4, 2007, by and between ION Media Networks, Inc. and NBC Palm Beach Investment I, Inc.*
Exhibit E			Registration Rights Agreement for New Securities, dated as of May 4, 2007, by and among ION Media Networks, Inc., NBC Universal, Inc., and CIG Media LLC*
Exhibit F			Series A-1 Convertible Preferred Certificate of Designation dated May 4, 2007*
Exhibit G			Series A-2 Preferred Stock Certificate of Designation dated as of May 4, 2007*
Exhibit H			Series A-3 Convertible Preferred Certificate of Designation dated as of May 4, 2007*
Exhibit I			Series B Convertible Preferred Certificate of Designation dated as of May 4, 2007*
Exhibit J-1			Form of Series C Convertible Preferred Certificate of Designation*
Exhibit J-2			Form of Series C Convertible Preferred Certificate of Designation*
Exhibit K			Series C Preferred Stock Certificate of Designation dated as of May 4, 2007*

*	Previously filed

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Exhibit			Description
Exhibit L			Series D Convertible Preferred Certificate of Designation dated as of May 4, 2007*
Exhibit M			Series E-1 Convertible Preferred Certificate of Designation dated as of May 4, 2007*
Exhibit N			Series E-2 Convertible Preferred Certificate of Designation dated as of May 4, 2007*
Exhibit O			Series F Non-Convertible Preferred Certificate of Designation dated as of May 4, 2007*
Exhibit P			Stockholders’ Agreement, dated as of May 4, 2007, by and among ION Media Networks, Inc., CIG Media LLC and NBC Universal, Inc.*
Exhibit Q			Assignment and Assumption Agreement, dated as of May 4, 2007, by and among NBC Universal, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC*
Exhibit R			Call Right Exercise Notice, dated as of May 4, 2007, by and between CIG Media LLC and Lowell W. Paxson*
Exhibit S			Exhibit S Form of Restated Certificate of Incorporation of ION Media Networks, Inc. authorizing a reverse stock split*
Exhibit T			Form of Certificate of Amendment of Certificate of Incorporation of ION Media Networks, Inc. amending the Certificates of Designation of the 9¾% Series A Convertible Preferred Stock and the 13¼% Cumulative Junior Exchangeable Preferred Stock*
Exhibit U			Warrant, issued as of May 4, 2007, to CIG Media LLC to purchase Class A Common Stock of ION Media Networks, Inc.*
Exhibit V			Put/Call Agreement, dated as of May 4, 2007, by and between CIG Media LLC and NBC Universal, Inc.*
Exhibit W			Form of Certificate of Amendment to the Certificate of Incorporation of ION Media Networks, Inc. creating the Class D Common Stock and increasing the amount of authorized shares of Class A Common Stock and Class C Common Stock*
Exhibit X			Registration Rights Agreement for Series B Convertible Subordinated Debt, dated as of May 4, 2007, by and among ION Media Networks, Inc. and NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC.*
(d)(2)			The Indemnity Side Letter dated May 4, 2007, among CIG Media LLC, Citadel Wellington LLC, Citadel Kensington Global Strategies Fund Ltd. and NBC Universal, Inc., NBC Palm Beach Investment I, Inc. and NBC Palm Beach Investment II, Inc*
(g)			Not Applicable
(h)			Not Applicable

*	Previously filed

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