Filed by Bowne Pure Compliance



 








Exhibit
10.1




MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE




I. PARTIES









	          This Mutual General Release and Covenant Not to Sue (this “Release Agreement”) is entered
into as of March 3, 2008, by and among the following parties (individually a “Party”
and collectively the
“Parties”)1:
	 
	 	A.	 	CBS Radio Inc., a Delaware Corporation, together with its present and former
officers and directors and subsidiaries, affiliates and divisions, and their respective
Related
Entities2 (collectively, “CBS”); and
	 
	 	B.	 	Westwood One, Inc., a Delaware Corporation, together with its present and
former officers and directors and subsidiaries, affiliates and divisions, and their
respective Related Entities (collectively “Westwood One”).






	II. RECITALS
	 	






          This Release Agreement is made with reference to the following facts:




	 	A.	 	Westwood One and CBS (or certain of their respective affiliates) are parties to
various agreements including, without limitation, the following agreements
(collectively, the “Existing Agreements”).






	 	1.	 	Management Agreement, dated as of March 30, 1999, as amended by
the Letter Agreement (the “Letter Agreement”), dated as of April 15, 2002 (the
“Management Agreement”);
	 
	 	2.	 	Amended and Restated Representation Agreement, dated as of
March 30, 1999, as amended by the Letter Agreement (the “Representation
Agreement”);
	 
	 	3.	 	Trademark License Agreement, dated as of March 30, 1999, as
amended by the Letter Agreement (the “License”);
	 
	 	4.	 	News Programming Agreement, dated as of March 30, 1999, as
amended by the Letter Agreement (the “Programming Agreement”);
	 
	 	5.	 	Technical Services Agreement, dated as of March 30, 1999, as
amended by the Letter Agreement the (“Services Agreement”); and







 




			
	1	 	Any references to “Party” or “Parties” hereinafter shall also include the Party’s or Parties’ Related Entities.
	 
	2	 	For purposes of this Release, the “Related Entities” of
any Party shall mean the Party’s successors, predecessors, assignees, heirs,
legatees, devisees, executors, administrators, legal representatives,
consultants, officers and directors; and any other representative, person or
entity claiming by, through or under the Party.




 


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	 	6.	 	Multiple affiliation agreements (written and oral) between
radio stations owned and operated by CBS Radio or CBS affiliates, or their
respective predecessors, as more particularly described in the Representation Agreement
(collectively, the “Affiliation Agreements”).






	 	B.	 	Pursuant to the Management Agreement, CBS has been responsible for providing
management services and personnel (including the Chief Executive Officer) to Westwood
One since 1994.
	 
	 	C.	 	Pursuant to certain of the Existing Agreements and other arrangements and
agreements, whether in writing or otherwise, CBS and its affiliates have provided
products and services to Westwood One in exchange for Westwood One providing products,
services and payments to CBS.
	 
	 	D.	 	The Parties intend to include within the scope of this Release Agreement all
matters that in any way relate to or arise out of:






	 	1.	 	Any act or failure to act by CBS in connection with the
Management Agreement or the provision of management services at any time prior
to the moment this Release Agreement is executed by the Parties (collectively,
the “Management Claims”);
	 
	 	2.	 	Any act or failure to act by CBS or Westwood One in connection
with the provision of products and services pursuant to the Existing Agreements
(other than the Management Agreement) or any other agreements or arrangements,
whether in writing or otherwise, at anytime prior to the moment this Release
Agreement is executed by the Parties (collectively, the “Services Claims”);
	 
	 	3.	 	Any act or failure to act by CBS that involves CBS competing or
allegedly competing with Westwood One whether or not in breach or violation of
the Management Agreement or any other Existing Agreement (collectively, the
“Competition Claims”);
	 
	 	4.	 	Any amounts owed by Westwood One to CBS, or owed by CBS to
Westwood One, for the performance of services or provision of products under
the Existing Agreements or any other agreements or arrangements, whether in
writing or otherwise, other than ordinary course trade payables or receivables
not yet due as of the date hereof and as described on
Schedule 1 (the “Excluded Amounts”), at any time prior to the moment this Release
Agreement is executed by the Parties (collectively the “Payment Claims”);









 


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	 	5.	 	Any other act or failure to act by CBS at any time prior to the
moment this Release Agreement is executed by the Parties (collectively, the
“Other Claims Against CBS” and together with the Management Claims, the
Competition Claims, all Service Claims of Westwood One against CBS and all
Payment Claims of Westwood One against CBS, the “Disputed CBS Matters”); and
	 
	 	6.	 	Any other act or failure to act by Westwood One at any time
prior to the moment this Release Agreement is executed by the Parties
(collectively, the “Other Claims Against Westwood One” and together with any
Services Claims of CBS against Westwood One and any Payment Claims of CBS
against Westwood One, the “Disputed Westwood One Matters”);






	 	 	 	provided, however, that the scope of this Release Agreement shall not include any
matters that in any way relate to or arise out of (i) any indemnification claims
pursuant to the Existing Agreements resulting from third party claims (which claims
shall be resolved in accordance with the terms of the applicable Existing
Agreements) or (ii) the breach of any agreements in effect on the date hereof
between any affiliates of CBS Corporation other than in connection with the CBS
radio business, on the one hand, and Westwood One, Inc. and its affiliates, on the
other hand.
	 
	 	E.	 	The Parties intend to include within the scope of this Release Agreement all
known or presently unknown, suspected or unsuspected, contingent or fixed complaints,
grievances, allegations, demands, liabilities, losses, obligations, promises, damages,
costs, expenses (including, without limitation, attorneys’ fees), lawsuits, actions (in
law, equity or otherwise), causes of action, rights and privileges of whatever kind,
except for the Excluded Amounts and the third party claims referred to in the last
paragraph of Section II.D.6. above, which:






	 	1.	 	CBS may have or ever come to have against Westwood One that in
any way relate to or arise out of the Disputed Westwood One Matters, including
the Unknown CBS Injury Risk and Unknown CBS Magnitude Risk, as defined below,
but excluding the Excluded Amounts and the third party claims referred to in
the last paragraph of Section II.D.6. above (collectively referred to as the
“CBS Claims”); or
	 
	 	2.	 	Westwood One may have or ever come to have against CBS and that
in any way relate to or arise out of the Disputed CBS Matters, including the
Unknown Westwood One Injury Risk and Unknown Westwood One Magnitude Risk, as
defined below, but excluding the Excluded Amounts and the third party claims
referred to in the last paragraph of Section II.D.6. above (collectively
referred to as the “Westwood One Claims”).






	 	F.	 	Concurrently with the execution of this Release Agreement, the Parties have
entered into certain new agreements that, when effective, among other things, will
terminate certain of the Existing Agreements and amend and restate certain other
Existing Agreements (collectively, the “New Agreements”).




 


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	 	G.	 	This Release Agreement is a condition precedent to the entry into and the
effectiveness of the New Agreements.
	 
	 	H.	 	It also shall be a condition precedent to the effectiveness of the New
Agreements and this Release Agreement that the stockholders of Westwood One approve the
New Agreements and this Release Agreement by a vote of stockholders
representing a majority of the shares of the Common Stock and Class B Stock of
Westwood One, which are not owned by CBS or its affiliates (provided the shares
owned by CBS will count toward the determination of a quorum), voting together as a
single class, represented in person or proxy at a meeting of stockholders
(“Stockholder Approval”).






	III.	 	RELEASES






	 	A.	 	CBS: Release of Westwood One. In consideration of the terms and
provisions of this Release Agreement and the New Agreements, and subject to Stockholder
Approval, CBS shall, and hereby does, relieve, release and forever discharge Westwood
One of and from any and all CBS Claims.
	 
	 	B.	 	Westwood One Parties: Release of CBS. In consideration of the terms
and provisions of this Release Agreement, the New Agreements and subject to Stockholder
Approval, Westwood One shall, and hereby does, relieve, release and forever discharge
CBS of and from any and all Westwood One Claims.
	 
	 	C.	 	Unknown Claims and Risks Released by CBS. It is understood by CBS that
there is a risk that after the execution of this Release Agreement, CBS may incur or
suffer losses, damages or injuries that are included within the definition of CBS
Claims, but that are unknown or unanticipated, for whatever reason, at the time of the
execution of this Release Agreement (“Unknown CBS Injury Risk”). Further, it is
understood by CBS that there is a risk that loss or damage to CBS presently known may
be or become, for whatever reason, greater than CBS now expects or anticipates
(“Unknown CBS Magnitude Risk”). CBS understands, accepts and assumes both the Unknown
CBS Injury Risk and the Unknown CBS Magnitude Risk and intends that the releases
contained herein shall apply to all unknown and unanticipated losses, damages or
injuries included with the definition of CBS Claims, as well as those known and
anticipated.
	 
	 	D.	 	Unknown Claims and Risks Released by Westwood One. It is understood by
Westwood One that there is a risk that after the execution of this Release Agreement,
Westwood One may incur or suffer losses, damages or injuries that are included within
the definition of Westwood One Claims, but that are unknown or unanticipated, for
whatever reason, at the time of the execution of this release (“Unknown Westwood One
Injury Risk”). Further, it is understood by Westwood One that there is a risk that
loss or damage to Westwood One presently known may be or become, for whatever reason,
greater than Westwood One now expects or anticipates (“Unknown Westwood One Magnitude
Risk”). Westwood One understands, accepts and assumes both the Unknown Westwood One
Injury Risk and the Unknown Westwood One Magnitude Risk and intends that the releases
contained herein shall apply to all unknown and unanticipated losses, damages or
injuries included with the definition of Westwood One Claims, as well as those known
and anticipated.






 


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	 	E.	 	The Parties intend and agree that the releases set forth in this Release
Agreement shall be effective as a bar to any and all currently unsuspected, unknown or
partially known claims within the scope of their express terms and provisions, other
than the Excluded Amounts. Accordingly, the Parties hereby expressly waive any and
all rights and benefits conferred upon them by the provisions of Section 1542 of the
California Civil Code and all similar provisions of the laws of any other state,
territory or other jurisdiction. Section 1542 reads in pertinent part:
	 
	 	 	 	“A general release does not extend to claims that that creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him may have materially affected his settlement with the debtor.”
	 
	 	 	 	The Parties hereby acknowledge that the foregoing waiver of the provisions of
Section 1542 of the California Civil Code and all similar provisions of the laws of
any other state, territory or other jurisdiction was separately bargained for and
that they would not enter into this Release Agreement unless it included a broad
release of all unknown claims, including specifically any claim of fraud or
misrepresentation in the inducement of this Release Agreement. The Parties
expressly agree that all release provisions shall be given full force and effect in
accordance with each and all of their express terms and provisions, including those
terms and provisions relating to unknown, unsuspected or future claims, demands and
causes of action. The Parties each assume for themselves the risk of the subsequent
discovery or understanding of any matter, fact or law, that if now known or
understood, would in any respect have affected its entering into this Release
Agreement.
	 
	 	F.	 	The Parties agree that this Release Agreement shall be effective immediately
and automatically following Stockholder Approval without any further act and shall have
no effect if Stockholder Approval is not obtained.






	IV.	 	COVENANT NOT TO SUE






	 	A.	 	General Covenant Not to Sue.






	 	1.	 	Subject to the exceptions set forth in Section IV.D. below, CBS
agrees that it will forever refrain and forbear from commencing, instituting or
prosecuting any lawsuit, action or other proceeding, in law, equity, admiralty
or otherwise, or from inducing others to do so against Westwood One, which in
any way arise out of or relate to any of the CBS Claims including, but not
limited to, an action claiming that this Release Agreement, or any portion
thereof, was fraudulently induced.




 


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	 	2.	 	Subject to the exceptions set forth in Section IV.D. below,
Westwood One agrees that it will forever refrain and forbear from commencing,
instituting or prosecuting any lawsuit, action or other proceeding, in law,
equity, admiralty or otherwise, or from inducing others to do so against CBS,
which in any way arise out of or relate to any of the Westwood Claims,
including, but not limited to, an action claiming that this Release Agreement,
or any portion thereof, was fraudulently induced.






	 	B.	 	Attorneys’ Fees. The Parties agree further that in the event any Party
breaches this Covenant Not to Sue, the breaching Party, or in the case of a breach by
any of a Party’s Related Entities, the Party to whom the breaching Related Entity is
related, shall pay any and all reasonable costs, expenses and attorneys’ fees
actually incurred by any non-breaching Party and by any of such non-breaching
Party’s Related Entities, in defending or otherwise responding to or participating
in any such action or proceeding.
	 
	 	C.	 	Injunctive Relief. The Parties acknowledge and agree that monetary
damages alone are inadequate to compensate any Party for injury caused or threatened by
a breach of this Release Agreement and that any Party by whom this Release Agreement is
enforceable shall be entitled to apply for specific performance, injunctive relief (in
the form of both a temporary restraining order and a preliminary injunction) and/or any
other equitable remedy necessary or appropriate to protect the Party’s rights hereunder
(“Equitable Relief”). Such Party may, in its sole discretion, apply to a court of
competent jurisdiction for such Equitable Relief in order to enforce this Release
Agreement or prevent any violation hereof. Nothing contained in this paragraph,
however, shall be interpreted or construed to prohibit or in any way limit the right of
any non-breaching Party to obtain, in addition to Equitable Relief, an award of
monetary damages against any person or entity breaching this Covenant Not to Sue or
this Release Agreement.
	 
	 	D.	 	Exceptions. The following specific matters are excepted from this
Release Agreement and the Covenant Not to Sue:






	 	1.	 	All claims of a Party resulting from a breach by any other
Party of any representations or warranties contained in this Release Agreement
or any of the New Agreements or any of the agreements or documents executed or
delivered in connection with the transactions contemplated by any of the
foregoing;
	 
	 	2.	 	All claims of a Party resulting from a breach or failure to
perform by any other Party of any covenants contained in this Release Agreement
or any of the New Agreements, or any of the agreements or documents executed in
connection with the transactions contemplated by any of the foregoing;
	 
	 	3.	 	Any claim related to the Excluded Amounts brought by any Party;




 


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	 	4.	 	Any claim or matter referred to in the proviso in Section II.D.6. above;
	 
	 	5.	 	Any claim brought by a stockholder of any Party in his capacity as a stockholder;
and
	 
	 	6.	 	Any claim that a present or former officer or director of CBS Radio (or its
affiliates) or Westwood One (or its affiliates) may have with respect to
indemnification or insurance in his capacity as such an officer or director.






	V.	 	ADDITIONAL COVENANTS






	 	A.	 	Non-Assistance. The Parties further agree that they will not
affirmatively assist any other person or entity in litigation or other proceedings
against each other to
the extent such litigation or proceedings relate to the Disputed CBS Matters or the
Disputed Westwood One Matters. Nothing herein, however, precludes the Parties from
obeying lawful process or cooperating with or making disclosures that may be
requested or required by the Securities and Exchange Commission or any court or
regulatory agency or body. In the event a Party is served or otherwise provided
with a subpoena and/or any other request for information and/or documents (“Request
For Information”) regarding or related to any of the other Parties hereto, the Party
receiving such subpoena and/or Request For Information hereby agrees (subject to any
limitations imposed by law, court or regulatory order or rule or regulation) to
provide notice immediately of such occurrence pursuant to the Notices provision
contained in this Release Agreement. The Notice shall include a copy of the
subpoena and/or Request For Information together with any other document(s) that
accompanied such subpoena and/or Request For Information.
	 
	 	B.	 	Proxy Statement. Westwood One shall include a proposal to obtain
Stockholder Approval in a proxy statement to be delivered in connection with a meeting
of stockholders (the “Proxy Statement”). The Proxy Statement shall include such
disclosure about this Release Agreement and the New Agreements as the Audit Committee
and the independent directors of the Board of Directors of Westwood One deem
appropriate, and such disclosure shall not be subject to the approval of CBS or any
officers or directors of Westwood One employed, or otherwise affiliated, with CBS.






	VI.	 	REPRESENTATIONS AND WARRANTIES






	 	A.	 	Independent Legal Advice. Each of the Parties represents, warrants and
agrees that it has received independent legal advice from its attorneys with respect to
the advisability of executing this Release Agreement. Accordingly, any rule of law, or
any legal decision, that would require interpretation of any claimed ambiguities in
this Release Agreement against the Party that drafted it has no application and is
expressly waived. The provisions of this Release Agreement shall be interpreted in a
reasonable manner to effect the intent of the Parties.




 


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	 	B.	 	Factual Investigation. Each of the Parties represents, warrants and
agrees that it has made such investigation of the facts pertaining to the claims it has
released hereby and other matters contained in or relating to this Release Agreement as
it deems necessary or desirable.
	 
	 	C.	 	No Assignment. Each of the Parties represents and warrants that there
has been no assignment to any person or entity whatsoever of claims released by that
Party pursuant to this Release Agreement. Each of the Parties further agrees that it
will not assign any claim released by that Party pursuant to this Release Agreement to
any person or entity whatsoever and any attempted assignment of any such claim shall be
void and unenforceable.
	 
	 	D.	 	Authority. Each of the Parties represents, warrants and agrees that it
has the full right and authority to enter into this Release Agreement, and that the
person
executing this Release Agreement on its behalf has the full right and authority to
fully commit and bind such Party.






	VII.	 	GENERAL






	 	A.	 	Affiliate. When used in this Release Agreement the term “affiliate”
shall have the meaning assigned to such term in Rule 405 promulgated under the
Securities Act of 1933, as amended; provided that, with respect to any
affiliates of CBS, such term shall mean the controlled affiliates of CBS Corporation.
	 
	 	B.	 	No Admissions. Each of the Parties hereto expressly agrees and
acknowledges that this Release Agreement represents a settlement of disputed claims and
that, by entering into this Release Agreement, no Party hereto admits or acknowledges
the existence of any claim or wrongdoing on its part.
	 
	 	C.	 	Full Integration. This Release Agreement contain the final written
expression and the complete and exclusive statement of all of the agreements,
conditions, promises, representations and covenants between the Parties with respect to
the subject matter hereof, and supersede all prior or contemporaneous agreements,
negotiations, representations, understandings and discussions between and among the
Parties, their respective representatives and any other person or entity, with respect
to the subject matter covered hereby or thereby. Any amendment to this Release
Agreement must be in writing, must specifically refer to this Release Agreement, and
must be signed by duly authorized representatives of each of the Parties.
	 
	 	D.	 	Counterparts. This Release Agreement may be executed, including by
facsimile, in any number of counterparts by the Parties, and when each Party has signed
and delivered at least one (1) such counterpart to the other Party, each counterpart
shall be deemed an original and, taken together, shall constitute one and the same
Release Agreement that shall be binding and effective as to all the Parties.




 


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	 	E.	 	New York Law Governs. This Release Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of New York,
notwithstanding conflicts of laws rules.
	 
	 	F.	 	Headings. The headings to the paragraphs of this Release Agreement are
inserted for convenience only and will not be deemed a part hereof or affect the
construction or interpretation of the provisions hereof.
	 
	 	G.	 	Survival of Warranties. All representations, warranties and covenants
contained in this Release Agreement shall survive its execution, effectiveness and
delivery.
	 
	 	H.	 	Notices. Unless otherwise provided herein, all notices, demands,
requests, claims and other communications hereunder shall be in writing and may be
given by any of the following methods: (a) personal delivery; (b) facsimile
transmission; (c) registered or certified mail, postage prepaid, return receipt
requested; or (d) internationally recognized overnight courier service. Such notices
and communications shall be sent to the appropriate Party at its address or facsimile
number given below or at such other address or facsimile number for such as shall be
specified by notice given hereunder (and shall be deemed given upon receipt by such
Party or upon actual delivery to the appropriate address, or, in case of a facsimile
transmission, upon transmission thereof by the sender and issuance by the
transmitting machine of a confirmation slip that the number of pages constituting
the notice have been transmitted without error; in the case of notices sent by
facsimile transmission, the sender shall contemporaneously mail a copy of the notice
to the addressee at the address provided for below, provided,
however, that such mailing shall in no way alter the time at which the
facsimile notice is deemed received):





	 	 	 	 	 	 	 
	 	 	If to Westwood One to:
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Westwood One, Inc.
	 

	 	 	 	Address:
	 	40 West 57th Street, 15th Floor
	 

	 	 	 	 	 	New York, New York 10014
	 

	 	 	 	Attention:
	 	Legal Dept.
	 

	 	 	 	Fax No.:
	 	(212) 641-2198
	 
	 	 	 	 	 	 
	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brian J. McCarthy
	 

	 	 	 	 	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 

	 	 	 	Address:
	 	300 S. Grand Avenue, Suite 3400
	 

	 	 	 	 	 	Los Angeles, CA 90071
	 

	 	 	 	Fax No.:
	 	(213) 687-5600






 


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	 	 	If to CBS to:
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	CBS Radio Inc.
	 

	 	 	 	Address:
	 	1515 Broadway, 46th Floor
	 

	 	 	 	 	 	New York, New York 10036
	 

	 	 	 	Fax No.:
	 	(212) 846-2342
	 

	 	 	 	Attention:
	 	Chairman & CEO
	 
	 	 	 	 	 	 
	 	 	with copies (which shall not constitute notice) to:
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	CBS Corporation
	 

	 	 	 	Address:
	 	51 West 52 Street
	 

	 	 	 	 	 	New York, New York 10019
	 

	 	 	 	Fax No.:
	 	(212) 975-4215
	 

	 	 	 	Attention:
	 	General Counsel
	 
	 

	 	 	 	Name:
	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	Address:
	 	767 Fifth Avenue
	 

	 	 	 	 	 	New York, New York 10153
	 

	 	 	 	Fax No.:
	 	(212) 310-8007
	 

	 	 	 	Attention:
	 	Howard Chatzinoff
	 

	 	 	 	 	 	Michael Lubowitz






[Signature Page Follows]




 


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IN WITNESS WHEREOF, the Parties hereto have approved and executed this Release Agreement as of
the date first




written above.


EXECUTED by the Parties as follows:



	 	 	 	 	 
	 	CBS RADIO INC.

 	 
	 	By:  	/s/ Louis J. Briskman	 
	 	Name:  	Louis J. Briskman	 
	 	Title:  	EVP & Assistant Secretary	 
	 
	 	WESTWOOD ONE, INC.

 	 
	 	By:  	/s/
David Hillman
	 
	 	Name:  	David Hillman	 
	 	Title:  	CAO & GC	 
	 



Signature Page to Mutual General Release and Covenant Not to Sue





 


 









 






Schedule 1





[Intentionally omitted.]