•	will be senior obligations of ION;

•

will be secured on a second priority basis, equally and ratably with all obligations of ION incurred in the future under Additional Notes (as defined in the Indenture) and any other pari passu indebtedness that is permitted to be secured by liens under the Indenture, by liens on all of the assets of ION other than Excluded Assets (as defined in the Indenture), subject to the liens securing ION’s obligations under the Credit Agreement (defined below) and any other Priority Lien Debt (as defined in the Indenture) and other Permitted Prior Liens (as defined in the Indenture);

•	will be effectively junior to any Permitted Prior Liens, to the extent of the value of the assets of ION subject to those Permitted Prior Liens;

•	will be senior in right of payment to any future subordinated indebtedness of ION, if any; and

•	will be structurally subordinated to all existing and future indebtedness, claims of holders of preferred stock and other liabilities of subsidiaries of ION that do not guarantee the New Notes.

•	will be senior obligations of each Guarantor;

•

will be secured on a second priority basis, equally and ratably with all obligations of that Guarantor incurred in the future under Additional Notes and any other pari passu indebtedness that is permitted to be secured by liens under the Indenture, by liens on all of the assets of that Guarantor other than Excluded Assets, subject to the liens securing that Guarantor’s guarantee of the Credit Agreement obligations and any other Priority Lien Debt and other Permitted Prior Liens;

•	will be effectively junior, to the extent of the value of the collateral securing the New Notes, to that Guarantor’s guarantee of the Credit Agreement and any other Priority Lien Debt, which will be secured on a first-priority basis by the same assets of that Guarantor that secure the New Notes;

•	will be effectively junior to any Permitted Prior Liens, to the extent of the value of the assets of that Guarantor subject to those Permitted Prior Liens; and

•	will be senior in right of payment to any future subordinated indebtedness of that Guarantor, if any.

•	incur additional debt or issue certain preferred stock;

•	make certain investments or pay dividends or distributions on the Company’s capital stock, purchase or redeem or retire capital stock or make other restricted payments;

•	sell assets, including capital stock of the Company’s restricted subsidiaries;

•	restrict dividends or other payments by restricted subsidiaries;

•	create liens;

•	create unrestricted subsidiaries;

•	enter into transactions with affiliates; and

•	merge or consolidate with another company.

•	increases the applicable margin for loans by 0.50% per annum (from 2.50% per annum to 3.00% per annum for alternate base rate loans and from 3.50% per annum to 4.00% per annum for LIBOR-based loans);

•	decreases certain of the thresholds for triggering the agent’s rights to exercise dominion over cash and deposit accounts and increases certain of the thresholds upon which such dominion ceases;

•	decreases certain of the thresholds for triggering the Company’s obligation to calculate and comply with the existing fixed charge coverage ratio and increases certain of the thresholds upon which such required calculation and compliance cease;

•	establishes a reserve against both the borrowing base and the maximum borrowing amount in an amount equal to the aggregate amount owing under all Existing Notes that remain outstanding (if any) on or after 90 days prior their stated maturity date;

•	increases the maximum amount of certain permitted junior indebtedness to $200,000,000 (from $175,000,000);

•	incorporates technical and conforming changes to reflect that the New Notes and the remaining Existing Notes (and any permitted refinancing thereof or subsequently incurred replacement indebtedness meeting certain requirements) constitute permitted indebtedness;

•	clarifies the circumstances and mechanics under which the Company may prepay, repurchase or redeem the New Notes, the remaining Existing Notes and certain other junior indebtedness;

•	modifies the cross-default provisions to incorporate defaults under the New Notes, the remaining Existing Notes and certain other junior indebtedness; and

•	eliminates the potential early commitment termination date and early maturity date that would otherwise have occurred ninety (90) days prior the maturity date of the Existing Notes if any of the Existing Notes then remained outstanding.

Item 2.03	Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 9.01.	Financial Statements and Exhibits.