Filed by Bowne Pure Compliance



 




Exhibit
10.5




REGISTRATION RIGHTS AGREEMENT




This
Registration Rights Agreement (this “Agreement”) is entered
into as of March 3, 2008, by and between Westwood One, Inc., a Delaware corporation (the “Company”), and CBS Radio
Inc. (formerly known as Infinity Broadcasting Corporation), a Delaware corporation (“CBS”).



W I
T N E S S E T H:




WHEREAS, CBS and its subsidiaries currently own 16,000,000 shares (the “CBS Shares”) of the
common stock, par value $.01 per share, of the Company (“Common Stock”);



WHEREAS, the Company and CBS desire in this Agreement to provide for, with respect to the CBS
Shares, (i) the granting to CBS of the registration rights set forth herein, and (ii) certain
contractual restrictions on any sale or disposition thereof;



NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



SECTION 1




REGISTRATION RIGHTS





1.1 Definitions. As used in this Section 1:



(a) The term “Automatic Shelf Registration Statement” means an “automatic shelf registration
statement” as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the
“1933 Act”).



(b) The terms “register,” “registered,” and “registration” refer to a registration effected by
filing with the Securities and Exchange Commission (the “SEC”) a registration statement
(“Registration Statement”) in compliance with the 1933 Act and the declaration or ordering by the
SEC at the effectiveness of such Registration Statement.



(c) The term “Registrable Securities” means the CBS Shares and any Common Stock issued as (or
issuable upon the conversion or exercise of any warrant, right, or other security that is issued
as) a dividend, stock split or other distribution with respect to, or in exchange for, upon
reclassification or in replacement of, Registrable Securities. In the event of any
recapitalization by the Company, whether by stock split, reverse stock split, stock dividend or
otherwise, the number of shares of Registrable Securities used throughout this Agreement for
various purposes shall be proportionately increased or decreased.


 


 









 





(d) The term “Shelf Registration Statement” means a “shelf” registration statement of the
Company relating to an offering pursuant to Rule 415 of the 1933 Act (which shall be an Automatic
Shelf Registration Statement if the Company is a Well-Known Seasoned Issuer) which covers all of
the Registrable Securities, on Form S-3 under the 1933 Act, and all amendments and supplements to
such registration statement, including post-effective amendments, in each case including the
prospectus contained therein, all exhibits thereto and all materials incorporated by reference
therein.



(e) The term “Well-Known Seasoned Issuer” means a “well-known seasoned issuer” as defined in
Rule 405 of the General Rules and Regulations promulgated under the 1933 Act and which (a) is a
“well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (b) is a “well-known
seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a
primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3
under the 1933 Act.



1.2 Demand Registration. If at any time on or after December 1, 2007, the Company
receives from CBS or its permitted transferees a written request to register shares of Registrable
Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933
Act covering the shares so requested to be registered on Form S-3 or other available form (which
may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and
shall use its best efforts to cause as expeditiously as possible such Registration Statement to
become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand,
Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf
Registration Statement; provided that in no event shall the Company be obligated to file an
Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required
to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by
CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii)
only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to
Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder
(which shall include any Demand for a Shelf Registration Statement). The registration of
Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless
such registration becomes effective (provided that if, within one hundred and twenty (120)
days after it has become effective, the offering of Registrable Securities pursuant to such
registration is interfered with by any stop order, injunction or other order or requirement of the
SEC or other governmental agency or court, such registration will be deemed not to have become
effective unless 80% of such Registrable Securities have been sold pursuant to such registration),
and if the registration has remained effective for one hundred and twenty (120) days without such
interference such registration shall be deemed to have been requested regardless of whether any of
the Registrable Securities are ultimately sold pursuant to such registration. The Company may
grant piggyback registration rights with respect to any registration statement demanded pursuant to
this
Section 1.2, provided that any such rights shall be subject to the priority of CBS’s
rights under this Section 1.2.


 


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1.3 Postponement. If at the time a request for registration is made pursuant to 1.2,
the Company is in the process of registering securities under the 1933 Act for sale by it or has
pending or in process a material transaction, the disclosure of which would, in the good faith
judgment of the Board of Directors of the Company, materially and adversely affect the Company, the
Company may defer the filing (but not the preparation) of the requested Registration Statement (a)
in the case of another registration statement in process, until the filing or abandonment of such
registration statement but in no event longer than one hundred and five (105) days, and (b) in the
case of a material transaction, for up to one hundred and five (105) days (but the Company shall
use its reasonable best efforts to resolve the transaction and file the Registration Statement as
soon as practicable).




1.4 Incidental Registrations.



(a) If at any time or from time to time the Company shall determine to register any of its
securities, either for its own account or the account of security holders, other than a
registration relating solely to employee benefit plans or a registration on Form S-4 relating
solely to an SEC Rule 145 transaction, the Company will:



(i) promptly give to CBS written notice thereof (which shall include a list of the
jurisdictions in which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and



(ii) include in such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable Securities specified in
a written request, made by CBS within thirty (30) days after receipt of such written notice from
the Company, except as set forth in Section 1.4(b) below.



(b) If the registration of which the Company gives notice is for a registered public offering
involving an underwriting, the Company shall so advise CBS as a part of the written notice given
pursuant to Section 1.4(a)(i). In such event the right of CBS to registration pursuant to this
Section 1.4 shall be conditioned upon CBS’s participation in such underwriting and the inclusion of
CBS’s Registrable Securities in the underwriting to the extent provided herein. CBS, together with
the Company and the other parties distributing their securities through such underwriting, shall
enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other provision of this Section
1.4, if the underwriter determines that marketing factors require a limitation of the number of
shares or type of securities to be underwritten, the underwriter may limit the number of
Registrable Securities to be included in the registration and underwriting, or may exclude
Registrable Securities entirely from such registration and underwriting



 


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subject to the terms of this Section. The Company shall so advise all holders of the
Company’s securities that would otherwise have a right to be so registered and underwritten. The
number of shares of such securities, including Registrable Securities, that may be included in the
registration and, underwriting shall be allocated among CBS and all such other holders in
proportion, as nearly as practicable, to the respective amounts of securities of the Company
proposed to be included in such underwritten offering by all shareholders other than the Company;
provided, however, that the rights of CBS to include all or any allocable portion
of such Registrable Securities shall be subject to the priority (prior to any allocation to CBS or
others) of the holders of existing “demand” registration rights similar to that provided in Section
1.2 hereof existing on the date hereof, which rights are identified on Schedule 1.4(b), and of
other holders of demand registration rights permitted pursuant to the
proviso to Section 1.11 hereof. No securities excluded from the underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration. If CBS disapproves of the terms of the
underwriting, it may elect to withdraw therefrom by written notice to the Company and the
underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.



(c) CBS agrees that any shares of Registrable Securities which are not included in an
underwritten public offering described in Section 1.4(b) shall not be publicly sold by CBS for a
period, not to exceed one hundred and twenty (120) days, which the managing underwriter reasonably
determines is necessary in order to effect such underwritten public offering.



1.5 Expenses of Registration. All expenses incurred in connection with the
registrations effected pursuant to Section 1.2 and all registrations effected pursuant to Section
1.4, including, without limitation, all registration, filing, listing and qualification fees
(including SEC, securities exchange, National Association of Securities Dealers Inc. and blue sky
fees and expenses), printing expenses, escrow fees, fees and disbursements of counsel for each of
the Company and CBS (if CBS is participating in such registration), and expenses of any special
audits and/or “cold comfort” letters incidental to or required by such registration, fees and
disbursements of underwriters customarily paid by issuers or sellers of securities, and the
reasonable fees and expenses of any special experts retained by the Company in connection with the
requested registration shall be borne by the Company; provided, however, that the
Company shall not be required to pay stock transfer taxes or underwriters’ discounts or commissions
relating to Registrable Securities.



1.6 Obligations of the Company. Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably
possible:



(a) prepare and file with the SEC (but in any event within ninety (90) days after the date of
the Demand pursuant to Section 1.2) a Registration Statement with respect to such Registrable
Securities (which, in the case of a Demand registration pursuant to Section 1.2, shall be on Form
S-3 (and which shall be an Automatic Shelf Registration Statement if available to the Company) or other available form
designated by the underwriters or CBS) and use its diligent best efforts to cause such Registration
Statement to become effective, and, upon the request of CBS, keep such Registration Statement
effective for up to one hundred and twenty (120) days or such longer period as the Company may
agree upon, or until CBS has completed the distribution relating thereto, whichever occurs first;



 


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(b) prepare and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement as may be
necessary to keep such registration statement effective as provided in Section 1.6(a) and to comply
with the provisions of the 1933 Act with respect to the disposition of all securities covered by
such Registration Statement, provided that, before filing a Registration Statement or
prospectus, or any amendments or supplements thereto, the Company will furnish to CBS copies of all
documents proposed to be filed, which documents will be submitted to CBS and its counsel for
comment;



(c) furnish to CBS such numbers of copies of the registration statement, the prospectus,
including a preliminary prospectus, and of each amendment and supplement (in each case, including
all exhibits), in conformity with the requirements of the 1933 Act, and such other documents as CBS
may reasonably request in order to facilitate the disposition of Registrable Securities owned by
CBS;



(d) use its reasonable best efforts to register and qualify the securities covered by such
Registration Statement under such other securities or Blue Sky laws of such jurisdictions in such
states as shall be reasonably necessary to facilitate an orderly distribution of the Registrable
Securities, provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business in any such jurisdiction that, but for the requirements
of this Section 1.6(d), it would not be obligated to be so qualified or to file a general consent
to service of process in any such states or jurisdictions;



(e) use its reasonable best efforts to cause such securities covered by such Registration
Statement to be registered with or approved by such other governmental agencies or authorities of
the United States of America or any state thereof as may be necessary to enable CBS to consummate
the disposition of such securities;



(f) in the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, usual and customary in form, with the managing underwriter of such
offering; CBS shall also enter into and perform its obligations under such agreement; and the
Company shall take such other actions as the underwriters reasonably request in order to expedite
or facilitate a disposition of such securities;




 


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(g) use its best efforts to cause all such securities covered by such Registration Statement
to be listed on any securities exchange on which the Common Stock is then listed, and if the Common
Stock is not already so listed at such time, to use its best efforts promptly to cause all such securities to be listed on either the
New York Stock Exchange or the American Stock Exchange or to be included in the National
Association of Securities Dealers Automotive Quotation System on the National Market List; and to
provide a transfer agent and registrar for such securities covered by such Registration Statement
no later than the effective date of such Registration Statement;



(h) use its best efforts to obtain a “cold comfort” letter or letters, usual and customary in
form, from the Company’s independent public accountants and covering matters of the type
customarily covered by “cold comfort” letters as CBS shall reasonably request;



(i) notify CBS at any time when a prospectus relating thereto is required to be delivered
under the 1933 Act of the happening of any event as a result of which, or of the Company becoming
otherwise aware that, the prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of CBS, prepare and furnish to CBS a reasonable
number of copies of an amended or supplemental prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities under such Registration Statement, such
prospectus shall not include an untrue statement of a material fact or a misstatement of a material
fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and



(j) make reasonably available for inspection by representatives of CBS, by any underwriter
participating in any disposition to be effected pursuant to such Registration Statement and by any
attorney, accountant or other agent retained by CBS or any such underwriter, all pertinent
financial and other records, pertinent corporate documents and properties of the Company reasonably
requested by such persons in connection with such Registration Statement.



CBS agrees that, upon receipt of any notice from the Company of the happening of any event
described in Section 1.6(i), CBS will forthwith discontinue disposition of such securities pursuant
to such Registration Statement until CBS’s receipt of the copies of the supplemental or amended
prospectus contemplated by Section 1.4(i), and, as so directed by the Company, CBS will deliver to
the Company (at the Company’s expense) all copies, other than permanent file copies then in CBS’s
possession, of the prospectus covering such securities covered by such Registration Statement
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the period mentioned in Section 1.6(a) shall be extended by the number of days during the
period from the date of the giving of such notice pursuant to Section 1.6(i) and through the date
when each seller of such securities covered by such Registration Statement shall have received the
copies of the supplemented or amended prospectus contemplated by Section 1.6(i).


 


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1.7 Selection of Underwriter. In any underwritten registration which is being
effected pursuant to Section 1.2, CBS shall have the exclusive right to designate the managing
underwriter or underwriters with respect to the related offer, which underwriter or underwriters
must be reasonably acceptable to the Company and shall be engaged pursuant to customary market
terms. In all other registrations, the Company shall select, in its sole discretion, the managing
underwriter or underwriters with respect to the related offering of the Common Stock.




1.8 Indemnification.



(a) The Company will, and does hereby undertake to, indemnify and hold harmless CBS, each of
CBS’s officers, directors and affiliates, and each person controlling CBS, with respect to any
registration, qualification, listing, or compliance effected pursuant to this Section 1, and each
underwriter, if any (including any broker or dealer which may be deemed an underwriter), and each
person who controls any underwriter (including any such broker or dealer), of the Registrable
Securities held by or issuable to CBS, against all claims, losses, damages, liabilities and
expenses, joint or several (or actions in respect thereto whether or not a party thereto), to which
they may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended (the
“1934 Act”), or other federal, state or common law, or otherwise, arising out of or based on (i)
any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary,
final or summary prospectus, offering circular, or other similar document or any amendment or
supplement thereto (including any related Registration Statement, notification, or the like)
incident to any such registration, qualification, listing, or compliance, or arising out of or
based upon any omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or (ii) any violation or
alleged violation by the Company of any federal, state or common law, rule or regulation applicable
to the Company in connection with any such registration, qualification, or compliance, and will
reimburse, as incurred, CBS, each such underwriter, and each such director, officer, affiliate and
controlling person, for any legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability, or action (whether or not the
indemnified party is a party to any proceeding); provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based upon written information
furnished to the Company by an instrument duly executed by CBS or by such underwriter and stated to
be specifically for use therein. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of CBS or any other indemnified party and shall survive
the transfer of such securities by CBS.




 


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(b) CBS will indemnify the Company, each of its directors, and each officer who signs a
Registration Statement in connection therewith, and each person controlling the Company, each
underwriter, if any, and each person who controls any underwriter, of the Company’s securities
covered by such a Registration Statement, against all claims, losses, damages, liabilities and
expenses, joint or several (or actions in respect thereto whether or not a party thereto) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any such Registration
Statement, preliminary, final or summary prospectus, offering circular, or other document, or any
omission (or alleged omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse, as incurred, the
Company, each such underwriter and each such director, officer, partner, and controlling person,
for any legal or any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action (whether or not the indemnified party
is a party to any proceeding), in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) was made in such
Registration Statement, preliminary, final or summary prospectus, offering circular or other
document, in reliance upon and in conformity with written information furnished to the Company by
an instrument duly executed by CBS and stated to be specifically for use therein; provided,
however, that the liability of CBS hereunder shall be limited to the net proceeds received
by CBS from the sale of securities under such Registration Statement.



(c) Each party entitled to indemnification under this Section 1.8 (the “Indemnified Party”)
shall give notice to the party required to provide such indemnification (the “Indemnifying Party”)
of any claim as to which indemnification may be sought promptly after such Indemnified Party has
actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by
the Indemnified Party (whose approval shall not be unreasonably withheld) and the Indemnified Party
may participate in such defense at the Indemnifying Party’s expense if representation of such
Indemnified Party would be inappropriate due to actual or potential differing interests between
such Indemnified Party and any other party represented by such counsel in such proceeding; and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations under this Section,
except to the extent that such failure to give notice shall materially adversely affect the
Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party,
in the defense of any such claim or litigation, shall except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff therein, to such Indemnified
Party, of a full and final release from all liability in respect to such claim or litigation.



(d) Indemnification similar to that specified in this Section 1.8 (with appropriate
modifications) shall be given by the Company and CBS with respect to any required registration or
other qualification of securities under any federal or state law or regulation or governmental
authority other than the 1933 Act.




 


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(e) If recovery is not available under the foregoing indemnification provisions of this
Section 1.8 for any reason other than as expressly specified therein, the parties entitled to
indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses. In determining the amount of
contribution which the respective parties are entitled, there shall be considered the relative
fault of each party in connection with the statements or omissions which resulted in such claims,
losses, damages or actions, as well as other equitable considerations appropriate under the
circumstances. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Notwithstanding anything in this section 1.8(e), CBS will not be
obligated to make contributions which, in the aggregate, exceed the amount for which it would have
been liable pursuant to Section 1.6(b) had indemnification been available thereunder.



(f) The obligations of the parties under this Section 1.8 shall be in addition to any
liabilities which any party may otherwise have to any other party.



1.9 Information by CBS. CBS shall furnish to the Company such information regarding
CBS and the distribution proposed by CBS as the Company may reasonably request in writing and as
shall be required in connection with any registration, qualification, or compliance referred to in
this Section 1.



1.10 Transfer of Registration Rights. The rights contained in Sections 1.2 and 1.4
hereof, to cause the Company to register the Registrable Securities, and all other rights of CBS
hereunder, may be assigned or otherwise conveyed to a transferee or assignee of Registrable
Securities, provided that such transferee or assignee (or, if such transferee or assignee
is a wholly-owned subsidiary of CBS Corporation, together with CBS Corporation and other
wholly-owned subsidiaries of CBS Corporation) acquires at least 2,800,000 shares of the Common
Stock constituting Registrable Securities held by the transferring holder, and, provided
further, that the Company is given written notice by the transferor at the time of or
within a reasonable time after said transfer, stating the name and address of said transferee or
assignee and identifying the securities with respect to which such registration rights are being
assigned.



1.11 Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of CBS, enter into any
agreement with any holder or prospective holder of any securities of the Company which would allow
such holder or prospective holder to (a) require the Company to effect a registration under terms
and conditions inconsistent with CBS’s registration rights under Sections 1.2 or 1.4 hereof, or (b)
include any securities in any registration filed under Section 1.2 hereof, unless, under the terms
of such agreement, such holder or prospective holder may include such securities in any such
registration only to the extent of such holder’s allocable portion consistent with Section 1.4(b);
provided, however, that the Company may grant rights to demand registrations under
which such holders shall have priority (prior to allocation among CBS and other holders possessing
“piggyback” registration rights, but not prior to CBS’s Demand rights under Section 1.2 hereof).


 


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1.12 Rule 144 Reporting. With a view to making available to CBS the benefits of
certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to
the public without registration, the Company agrees to use its reasonable best efforts to:



(a) at all times make and keep public information available, as those terms are understood and
defined in SEC Rule 144 or any similar or analogous rule promulgated under the 1933 Act;



(b) file with the SEC, in a timely manner, all reports and other documents required of the
Company under the 1933 Act and 1934 Act; and



(c) so long as CBS Corporation or any of its subsidiaries owns any Registrable Securities,
furnish to CBS forthwith upon request: (i) a written statement by the Company as to its compliance
with the reporting requirements of (A) said Rule 144 of the 1933 Act, (B) the 1993 Act and (C) the
1934 Act; (ii) a copy of the most recent annual or quarterly report of the Company; and (iii) such
other reports and documents as CBS may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without registration.



SECTION 2




MISCELLANEOUS




2.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties
and supersedes all prior written or oral agreements, contemporaneous oral agreements,
understandings and negotiations between the parties with respect to the subject matter hereof.



2.2 Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of New York, its rules of conflict of laws notwithstanding.



2.3 Amendments and Waivers. This Agreement may not be modified, amended or waived
except by written document specifically identifying this Agreement and signed by the parties,
except that waivers may be effected by such written document if only signed by the party against
which such waiver is sought to be enforced.



2.4 Headings. The headings included in this Agreement are for convenience of the
parties only and shall not affect the construction or interpretation of this Agreement.



2.5 Attorneys’ Fees. In the event of litigation or other proceeding in connection
with or related to this Agreement, the prevailing party in such litigation or proceeding shall be
entitled to reimbursement from the opposing party of all reasonable
expenses, including, without limitation, reasonable attorneys’ fees and expenses of
investigation in connection with such litigation or proceeding.


 


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2.6 Notices. All notices hereunder shall be in writing and shall be given to the
respective parties by U.S. mail (prepaid registered or certified mail, with return receipt
requested), personal delivery, or facsimile transmission to their respective addresses as follows:



	 	 	 	 	 
	 

	 	If to the Company:
	 	Westwood One, Inc.
	 

	 	 	 	40 West 57th Street, 15th Floor
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Telecopy: (212) 641-2198
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Skadden, Arps, Slate, Meagher & Flom
	 

	 	 	 	300 South Grand Avenue
	 

	 	 	 	Los Angeles, California 90071
	 

	 	 	 	Attention: Brian J. McCarthy, Esq.
	 

	 	 	 	Facsimile: (213) 687-5600
	 
	 	 	 	 
	 

	 	If to CBS:
	 	CBS Radio Inc.
	 

	 	 	 	1515 Broadway, 46th Floor
	 

	 	 	 	New York, New York 10036
	 

	 	 	 	Attention: Chairman & CEO
	 

	 	 	 	Telecopy: (212) 846-2342
	 
	 	 	 	 
	 

	 	with copies to:
	 	CBS Corporation
	 

	 	 	 	51 West 52 Street
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Facsimile: (212) 975-4215
	 
	 	 	 	 
	 

	 	 	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153
	 

	 	 	 	Attention: Howard Chatzinoff, Esq.
	 

	 	 	 	Michael Lubowitz, Esq.
	 

	 	 	 	Facsimile: (212) 310-8007





All such notices shall be deemed effective upon receipt.




2.7 Successors and Assigns. Subject to Section 1.10 hereof, this Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns. The Company
may not assign its rights under this Agreement without the prior written consent of CBS.




 


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2.8 Remedies, Waivers. No failure or delay on the part of any party in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. The parties to this
Agreement acknowledge and agree that the breach of any of the terms of this Agreement will cause
irreparable injury for which an adequate remedy at law is not available. Accordingly, it is agreed
that either party shall be entitled to an injunction, restraining order or other equitable relief
to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof
in any court of competent jurisdiction in the United States or any state thereof, without the
requirement of posting any bond. All rights and remedies existing under this Agreement are
cumulative to and not exclusive of, any rights or remedies available under this Agreement or
otherwise.



2.9 Severability. In the event that any provision of this Agreement or the
application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable
by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent
necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of
this Agreement shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.



2.10 Termination. The provisions of this Agreement shall terminate and be of no
further effect upon the earlier to occur of (a) the mutual consent of the Company and CBS and (b)
CBS or its permitted transferees ceasing to own or have rights to acquire Registrable Securities.



2.11 Further Assurances. Each party shall cooperate and take such action as may be
reasonably requested by the other party in order to carry out the provisions and purposes of this
Agreement and the transactions contemplated hereby.



2.12 Counterparts. This Agreement may be executed in two counterparts, each of which
shall be deemed an original, but which together shall constitute one and the same instrument.



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12









 







IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed by their respective officers, duly authorized for such purpose, as of the date first
written above.



	 	 	 	 	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	/s/
David Hillman	 
	 	 	Name:  	David Hillman	 
	 	 	Title:  	CAO & GC	 
	 
	 	CBS RADIO INC.

 	 
	 	By:  	/s/
Louis J. Briskman	 
	 	 	Name:  	Louis J. Briskman	 
	 	 	Title:  	EVP & Assistant Secretary
	 
	 



Signature Page to Registration Rights Agreement





 


 









 







Schedule 1.4(b)

Other Registration Rights Agreements






None.