Filed by Bowne Pure Compliance



 




Exhibit
10.9








METRO NETWORKS AFFILIATION AGREEMENT

FOR CBS RADIO STATION(S)



This Metro Affiliation Agreement
(“Metro Affiliation Agreement” or “Agreement”), dated as of
February 29, 2008, is by and between Metro Networks Communications, Limited Partnership (“Network”), and
CBS Radio Inc. (“Broadcaster”), the owner and operator of radio station [Exhibit 1, Column
B] (“Station”), on its behalf and on behalf of the Station. Each of Broadcaster and Network
hereby agrees as follows:





	 	1.	 	Term. Subject to clause (ii) of the last sentence of Section 8(a), the term
of this Agreement shall commence on the Effective Date as defined in the Master Agreement
(“Master Agreement”), dated of even date herewith, by and between Westwood One, Inc. and
Broadcaster (“Commencement Date”) and shall continue through and including March 31, 2017,
unless earlier terminated as provided herein (the “Term”).






	 	2.	 	Services. Network shall provide Station with the following services
(“Services”):






	 	a.	 	To the extent traffic feeds are indicated in [Exhibit 1, Column
D], traffic reports (“Traffic Reports”), and in connection therewith the
parties will execute the Metro Traffic Network Radio Affiliate Agreement (“Metro
Traffic Agreement”) set forth in Exhibit 4 attached hereto;
	 
	 	b.	 	To the extent news feeds are indicated in [Exhibit 1, Column
H],news reports or other information (“News Reports” and collectively with the
Traffic Reports, the “Reports”), and in connection therewith the parties will
execute the Metro News Network Radio Affiliate Agreement (“Metro News Agreement”)
set forth in Exhibit 5 attached hereto; and
	 
	 	c.	 	To the extent sponsorships are indicated in Exhibit 1, Column M, the
Metro Source service, in which case the parties will execute the Metro Source
Affiliate Agreement (“Metro Source Agreement”) in the form set forth in Exhibit 6
attached hereto (with the Metro Traffic Agreement, the Metro News Agreement and
the Metro Source Agreement collectively referred to in this Agreement as the
“Station Agreements”).
	 
	 	d.	 	In the event of a conflict between the terms of this Metro
Affiliation Agreement and the terms of the Form Agreements, the terms of this
Metro Affiliation Agreement shall prevail.




 


 









 







	 	e.	 	Station understands and agrees that the Reports are distributed as a
non-exclusive product. Network agrees to provide Reports that are professional
and of broadcast-quality in accordance with prevailing industry standards
(“Prevailing Industry Standards”) and otherwise as set forth in Station’s Metro
Traffic Agreement, Metro News Agreement and Metro Source Agreement, as applicable.






	 	3.	 	Commercials. Station shall broadcast on its analog and HD1 facilities
Network billboards and commercial announcements (“Commercials”) as indicated in Exhibit 1
hereof and in Station’s Metro Traffic Agreement, Metro News Agreement and Metro Source
Agreement, as applicable. Station shall broadcast such Commercials in fair and equal
rotation within dayparts as indicated in Exhibit 2 hereof and in the Station’s Metro
Traffic Agreement, Metro News Agreement and Metro Source Agreement as applicable.






	 	4.	 	Days/Times of Broadcast. All Reports shall be broadcast at the days and
times, as indicated in Exhibit 3 hereof and subject to the terms and conditions, set forth
in Station’s Metro Traffic Agreement, Metro News Agreement and Metro Source Agreements, as
applicable.






	 	5.	 	Proof of Broadcast. During the Term of this Agreement, Station agrees to
verify and report to Network all clearances of Commercials via affidavits (“Affidavits”)
as set forth in Station’s Metro Traffic Agreement, Metro News Agreement and Metro Source
Agreements, as applicable.






	 	6.	 	Force Majeure. Neither party will have any liability hereunder if
performance by such party shall be prevented, interfered with or omitted because of labor
dispute, failure of facilities, act of God, government or court action, terrorist act, or
any other similar or dissimilar cause beyond the control of the party so failing to
perform hereunder.






	 	7.	 	Compensation. In consideration for Station’s broadcast of the Reports and
Commercials, Network agrees:






	 	a.	 	to pay Station during the Term, $[Exhibit 1, Column P per month
(the “Monthly Payment”), payable within 90 days after receipt by Network of
complete and fully executed Affidavits for the applicable month; provided that:
(i) beginning in the seventh month of this Agreement, Network agrees to make good
faith efforts to make payment in less than 90 days so long as: (x) Station has
submitted Affidavits on a Timely Basis for such month in accordance with the terms
of the Station Agreements and (y) all three (3) stations in each of the top three
radio markets (as defined by Arbitron) where Broadcaster has radio stations which
are required to clear the highest level of Commercials pursuant to a Station
Westwood Affiliation Agreement (“Top 3 Markets” and the nine Stations in the Top
3 Markets, the “Top 3 Market Stations”) are in substantial compliance with their




 


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	 		 	obligations to submit their Affidavits under their Station Agreements on a Timely
Basis for such month and (ii) beginning in the second year of this Agreement,
Network agrees to make payments within 45 days after receipt by Network of complete
and fully executed Affidavits for the applicable month if: (x) Station has
submitted its Affidavits on a Timely Basis in accordance with the terms of the
Station Agreements and (y) each of the nine Top 3 Market Stations were in
substantial compliance with their obligations to submit their Affidavits under
their Metro Traffic Affiliation Agreements, Metro News Affiliation Agreements and
Metro Source Affiliation Agreements (collectively, “Station Agreements”) on a
Timely Basis for the immediately preceding six-month period. For the purposes of
this Section 7(a), in order to be timely, Top 3 Market Stations must submit
Affidavits within seven (7) days of the originally scheduled broadcast date of the
Commercials, such constituting a “Timely Basis” for purposes of this Section. For
purposes hereof, if at any time, one of the nine Top 3 Market Stations fails to
substantially comply with the aforementioned requirements to submit their
Affidavits on a Timely Basis each week over a four-week period, notwithstanding
that they previously fulfilled the six-month requirement described above, Network
shall no longer be required to make payment to any Station within 45 days and
instead, until such time as the nine Top 3 Market Stations have been in substantial
compliance with their obligations to submit their Affidavits on a Timely Basis for
a new six-month period Network shall make payments hereunder within 90 days after
receipt by Network of complete and fully executed Affidavits for the applicable
month.
	 
	 	b.	 	The Monthly Payment shall be increased annually, commencing on
October 1, 2008 by a percentage amount equal to the following on the dates
indicated below:





	 	 	 
	Year	 	Percentage Increase From Prior Year
	10/1/08
	 	3.46%
	10/1/09
	 	3.34%
	10/1/10
	 	3.45%
	10/1/11
	 	3.13%
	10/1/12
	 	3.19%
	10/1/13
	 	3.19%
	10/1/14
	 	3.19%
	10/1/15
	 	3.19%
	10/1/16
	 	3.19%







	 	c.	 	The payment set forth in this Agreement is the total reimbursement
and/or compensation payable by Network to Station related to the Station’s Metro
Traffic Agreement, Metro News Agreement and Metro Source Agreement, as applicable,
and is based entirely on the Station airing the Commercials called for by this
Agreement. If Station does not air the number of Commercials required by the
Station’s Metro Traffic Agreement, Metro
News Agreement or Metro Source Agreement, as applicable, then the reimbursement
amounts set forth in this Section 7 shall be reduced pro rata..




 


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	 	d.	 	If at any point during the Term, Broadcaster provides audience
guarantees to advertisers and/or ties pricing of advertising to audience delivery
in a material portion of its traffic advertising business (for the limited purpose
of this Section 7, “material portion” shall mean 20% of Broadcaster’s traffic
advertising revenues), then the compensation payable by Network under this
Agreement to Station shall be adjusted in a manner, or based on a methodology, at
least as favorable as the most favorable manner/methodology used to adjust the
compensation payable by Broadcaster’s major traffic advertisers when taking
audience delivery into account.






	8.	 	Transfer/Sale of Station. 






	 	a.	 	Broadcaster shall provide Network written notice within fourteen (14)
business days of the execution of an agreement that requires the filing of an
application with the FCC seeking the FCC’s consent for the assignment or transfer
of control of the main broadcast license for the Station to a bona fide third
party (“Transaction”). Broadcaster shall use commercially reasonable efforts to
assign this Agreement (including all of Broadcaster’s rights and obligations with
respect to the applicable Station) to the assignee or transferee (who is a bona
fide third party) in the Transaction (the “Buyer”) for the remainder of the Term
beginning on the date when the Buyer assumes operation of said Station and shall
use commercially reasonable efforts to cause the Buyer to assume Broadcaster’s
rights and obligations under this Agreement. Such assignment and assumption of
rights and obligations shall be made on a form of agreement that is acceptable to
Network, but consent to such form of agreement shall not be unreasonably withheld,
conditioned or delayed. If after such efforts, Broadcaster is unable to
effectuate such an assignment and assumption of rights and obligations for the
Station, then Broadcaster shall be entitled, with respect to said Station, either
to: (i) terminate this Agreement and reapportion all the gross impressions
delivered by said Station to other Broadcaster owned or operated radio stations to
achieve Substantially Equivalent Distribution for Network; or (ii) if the Station
is a 36 Plus Station only, assign this Agreement (including all of Broadcaster’s
rights and obligations with respect to the applicable Station), and cause the
related assumption by Buyer of Broadcaster’s rights and obligations under this
Agreement, for a term equal to the later of: (x) December 31, 2014 or (y) the
fifth anniversary of the closing date of the Transaction (in which case the Terms
shall expire on such later date, notwithstanding Section 1 herein, but in no event
shall the Term extend beyond March 31, 2017).




 


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	 	b.	 	For purposes of this Section 8, the following terms shall have the
following meanings:






	 	i.	 	“36 Plus Station” shall mean
the 36th radio station sold, assigned or otherwise transferred
or conveyed in any one or more Transaction or Transactions by
Broadcaster after the Effective Date of the Master Agreement
and any radio stations sold, assigned or otherwise transferred
or conveyed in any one or more Transaction or Transactions
thereafter by Broadcaster, not including (in any such case)
any Transaction that was announced, consummated or pending at
the time of, or prior to, the date of execution of the Master
Agreement.
	 
	 	ii.	 	To achieve “Substantially
Equivalent Distribution” Broadcaster shall initially seek to
reapportion gross impressions by redistribution of inventory to
another Broadcaster owned or operated radio station in the same
MSA, or if not applicable DMA, of the radio station(s) sold.
If in Broadcaster’s reasonably exercised business judgment,
redistribution in the same MSA or DMA as applicable, would have
a materially detrimental effect on a Broadcaster station(s)
located in such MSA or DMA, then Broadcaster shall not be
required to redistribute such gross impressions on such
Broadcaster Station(s), subject to Network’s right to dispute
same as set forth below, and may achieve Substantially
Equivalent Distribution as follows:





	 	 	 
	 	 	Market Size Where
	Market Size of Sold Station(s)	 	Broadcaster May Re-Distribute
	(as determined by Arbitron)	 	Network Commercials
	1-3
	 	1-3
	4-8
	 	1-8
	9-14
	 	1-14
	15-20
	 	1-20
	21-27
	 	1-27
	28+
	 	1+







	 	 	 	In the event that Network disputes Broadcaster’s determination that distribution
in the same MSA or DMA would have a materially detrimental effect on Broadcaster or
any of its stations located in the MSA or DMA, then Network may submit its proposal
for redistribution of Commercial inventory to be resolved by an arbitrator pursuant
to Section 13(p) hereof, in which case the arbitrator shall have the authority to
determine if the distribution in the same MSA or DMA would have such
detrimental effect, and if not, to require a revised redistribution of
Commercials.




 


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	9.	 	Assignment/Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and permitted assigns.
Subject to Section 8(a) hereof and Section 26 of the Master Agreement, neither Broadcaster
nor Network may assign its rights or obligations hereunder without the prior written
consent of the other party hereto; provided that (i) subject to Section 26 of the
Master Agreement, Network may assign all or any of its rights and related obligations
hereunder to any of its controlled affiliates, or a third party who acquires more than 50%
of the equity or voting interests of Network, all or substantially all of the assets of
Network or all or substantially all of the assets comprising any significant business unit
or division of Network, in each case, in a single transaction or series of related
transactions, without the prior consent of Broadcaster; provided that (x) in the
case of any assignment in connection with the sale of all or substantially all of the
assets comprising any significant business unit or division of Network, such assignment
shall be limited to those rights and related obligations that are related to such business
unit or division, (y) in connection with any permitted assignment under this clause (i),
the assignee shall assume all of the obligations relating to the rights being assigned, and
(z) no assignment under this clause (i) shall relieve Network from any of its obligations
or liabilities under this Agreement; (ii) Broadcaster may assign, without the prior consent
of Network, all or any of its rights or obligations hereunder to (x) any of its affiliates
and (y) any third party who acquires any Broadcaster Station, to the extent the assigned
rights are related to the Broadcaster Stations acquired thereby; provided that no
assignment under this clause (ii) shall relieve Broadcaster from any of its obligations or
liabilities hereunder; and (iii) in respect of any assignment of Broadcaster’s rights and
related obligations hereunder to any third party who is not an affiliate of Broadcaster,
Network’s prior written consent shall not be unreasonably withheld. Any purported
assignment or transfer in violation of the provisions of this Section 9 is null and void
and of no force or effect. For the avoidance of doubt, (i) Network agrees that that a sale
of Broadcaster as an entity, whether directly or indirectly and whether by merger, asset
sale, stock sale or otherwise, shall not constitute an assignment for purposes of this
Agreement or otherwise require the consent of Network and (ii) Broadcaster agrees that,
subject to Section 26 of the Master Agreement, a sale of Network as an entity, whether
directly or indirectly and whether by merger, asset sale, stock sale or otherwise shall not
constitute an assignment for purposes of this Agreement or otherwise require the consent of
Broadcaster. In addition, Broadcaster acknowledges that the Network may engage third
parties to manage the distribution of the Programs, or act as an agent of the Network
relating to the distribution or production of Programs for the Network or sale of any
commercial inventory associated with the Programs, in each case, not from any broadcast
facilities leased by, or leased from, Broadcaster (other than independent contractors who
shall be permitted access to such broadcast facilities consistent with Past Practice (as
such term is defined in the




 


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	 	 	Technical Services Agreement, between Westwood One, Inc. and Broadcaster)), and
Broadcaster agrees that it shall remain, and any third party engaged by it shall be,
subject to all of the applicable terms and conditions of this Agreement and the Amended and
Restated News Programming Agreement, between Westwood One, Inc. and Broadcaster (“Amended
News Agreement”). Furthermore, Owner acknowledges that the foregoing shall not constitute
an assignment hereunder. Upon the transfer or assignment of the Station pursuant to
Sections 8(a) hereof, the terms of Sections 7(a)(ii), 8(a) and 10(f) hereof shall be of no
further force or effect and shall not apply to the Buyer of the Station or to any
subsequent Buyers.






	10.	 	Termination. This Agreement may be terminated:






	 	a.	 	by mutual written consent of Broadcaster and Network;
	 
	 	b.	 	by Broadcaster if Network fails to pay an undisputed amount owed to
Broadcaster under this Agreement following 30 days written notice;
	 
	 	c.	 	by Broadcaster if Network fails to pay an amount owed to Broadcaster
that was previously disputed but has since been determined by arbitration pursuant
to Section 13(p) or mutual agreement of the parties to be owed to Broadcaster
under this Agreement, within 15 days of such arbitration award or following 15
days written notice of such mutual agreement;
	 
	 	d.	 	by Broadcaster following 30 days written notice if (x) three (3) or
more disputed payments are submitted to arbitration under Section 13(p) during the
Term of this Agreement, (y) such disputed payments are not deposited with a third
party escrow agent reasonably acceptable to Broadcaster and Network within five
(5) business days following submission to arbitration and (z) the arbitrator(s)
finds in each case that the amount claimed by Broadcaster to be properly payable
by Network to Broadcaster under this Agreement is in fact properly payable to
Broadcaster under this Agreement;
	 
	 	e.	 	by either party hereto if (x) it notifies the other party in writing
that such other party is in material breach of one or more of its material
covenants (other than payment covenants) under this Agreement and such breach is
not cured within 30 days of receipt of such written notice, (y) it submits to
arbitration under Section 13(p) such breach or breaches and requests termination
as a remedy, and (z) the arbitrator(s) determines (A) that the breaching party has
in fact materially breached one or more material covenants (other than payment
covenants) under this Agreement, (B) that such breach or breaches have not been
cured and have caused significant harm to the non-breaching party, and (C) that
termination of this Agreement is an appropriate remedy (after considering other
appropriate remedies short of termination);




 


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	 	f.	 	automatically in the event of a termination of the Master Agreement
and the parties’ rights and obligations shall be governed by the terms of Section
27 of the Master Agreement;
	 
	 	g.	 	by Network effective immediately by giving Station notice of
termination if Station has delivered to Network intentionally or repeatedly false,
inaccurate or incomplete Affidavits concerning the broadcast of the Reports and
Commercials; provided however in the event that Network determines that Station
has submitted intentionally or repeatedly false, inaccurate or incomplete
Affidavits, Network will provide notice to Broadcaster and Station (through a
designated official at each) of such failure or problem. Network further agrees
that Station shall have thirty (30) days notice and opportunity to cure in the
event that such delivery of false, inaccurate or incomplete Affidavits was due to
circumstances not approved or condoned by a management level Station official;
provided, however, that such opportunity to cure in this instance shall be
available to Station on three (3) occasions only during the Term of this
Agreement.
	 
	 	h.	 	by Broadcaster pursuant to clause (i) of the last sentence of Section
8(a) herein.






	11.	 	Copyright, Trademarks and Service Mark Limitations; Licenses.






	 	a.	 	During the Term of this Agreement, in addition to such rights granted
to Network under the terms of the Amended and Restated Trademark License
Agreement, dated of even date herewith, by and between CBS Radio Inc. and Westwood
One, Inc. (the “Amended and Restated Trademark License Agreement”) and subject to
Section 26 of the Master Agreement, Network shall have the right to use the name
of Broadcaster and Station’s call letters solely in connection with promotion of
the Network and Broadcaster’s association with it. During the Term of this
Agreement, Broadcaster and Station shall have the right to use the name of Network
solely in connection with promotion of the Network and Broadcaster’s association
with it. The copyrights, trademarks and all other rights in the material supplied
by Network shall remain the property of Network or the property of such copyright,
trademark and other rights holders from whom Network has licensed or otherwise
acquired rights. The copyrights, trademarks and all ; other rights in the
material supplied by Broadcaster and Station shall remain the property of
Broadcaster or the property of such copyright, trademark and other rights holders
from whom Broadcaster or Station has licensed or otherwise acquired rights. Each
party shall be obligated to comply with all copyrights, trademark and other laws
in any applicable jurisdiction necessary to protect the other party’s copyrights,
trademarks and all other rights in the material on behalf of the rights holders.
The foregoing shall not limit either party’s rights or remedies for the other
party’s unauthorized use of the proprietary interests of its trademarks,
copyrights or service marks. The parties further agree that any use by Network of the trademarks, logos and service marks set forth in
Schedule A to the Amended and Restated Trademark License Agreement shall be
subject to the terms of the Amended and Restated Trademarks License Agreement and
that the terms of this Agreement shall not apply to the matters described therein.




 


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	 	b.	 	Network represents and warrants that all ideas, creations, materials
and intellectual properties provided to Station in the Reports or Commercials
hereunder are either (a) controlled by BMI, ASCAP or SESAC; (b) in the public
domain; or (c) are materials which Network is fully licensed to use. Network
agrees to indemnify and hold Broadcaster and Station harmless from and against any
damage or expenses, including reasonable attorney’s fees, which may arise out of
the broadcasting hereunder of materials the performing rights to which are not
within category (a) above and Station agrees that it is the obligation of Station
to secure the necessary performing rights license for music within category (a)
above. Except as otherwise set forth herein, in no event, however, shall either
party be liable to the other party for any special, indirect, consequential or
exemplary damages or any loss of any business profits, whether or not foreseeable,
arising out of or in connection with broadcast of the Reports or Commercials.






	12.	 	Indemnification.






	 	a.	 	From and after the Commencement Date, Broadcaster shall indemnify,
defend and hold Network, its affiliates and their respective officers, directors,
employees and representatives, and the predecessors, successors and assigns of any
of them harmless, from and against any and all actions, claims, damages and
liabilities (and all actions in respect thereof and any legal or other expenses in
giving testimony or furnishing documents in response to a subpoena or otherwise
and whether or not a party thereto), whether or not arising out of third party
claims, including reasonable legal fees and expenses in connection with, and other
costs of, investigating, preparing or defending any such action or claim, whether
or not in connection with litigation in which such person is a party, and as and
when incurred (collectively, “Losses”), caused by, relating to, based upon or
arising out of (directly or indirectly) (i) any breach of, or inaccuracy in, any
representation or warranty of Broadcaster or Station in this Agreement or any
certificate or other document delivered pursuant hereto in connection herewith, or
(ii) any breach of any covenant or agreement made by Broadcaster or Station in
this Agreement.




 


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	 	b.	 	From and after the Commencement Date, Network shall indemnify, defend
and hold Broadcaster, Station, their affiliates and their respective officers,
directors, employees and representatives, and the predecessors, successors and
assigns of any of them harmless, from and against any Losses, caused by, relating to, based upon or arising out of (directly or
indirectly) (i) any breach of, or inaccuracy in, any representation or warranty of
Network in this Agreement or any certificate or other document delivered pursuant
hereto in connection herewith, (ii) any breach of any covenant or agreement made by
Network in this Agreement, or (iii) any claim that the Reports or
Commercials, or the Broadcaster or Station’s use thereof in accordance with the
terms and conditions hereunder, violates or infringes the rights of any third
party.
	 
	 	c.	 	In the event of a claim for breach of the representations and
warranties contained in this Agreement or for failure to fulfill a covenant or
agreement, the party asserting such breach or failure shall provide a written
notice to the other party which shall state specifically the representation,
warranty, covenant or agreement with respect to which the claim is made, the facts
giving rise to an alleged basis for the claim and the amount of liability asserted
against the other party by reason of the claim. If any suit, action, proceeding or
investigation shall be commenced or any claim or demand shall be asserted by any
third party (a “Third Party Claim”) in respect of which indemnification may be
sought by any party or parties from any other party or parties under the
provisions of this Section 12, the party or parties seeking indemnification
(collectively, the “Indemnitee”) shall promptly provide written notice to the
party or parties from which indemnification is sought (collectively, the
“Indemnitor”); provided, however, that any failure by an
Indemnitee to so notify an Indemnitor will not relieve the Indemnitor from its
obligations hereunder, except to the extent that such failure shall have
materially prejudiced the defense of such Third Party Claim. The Indemnitor shall
have the right to control (except where an insurance carrier has the right to
control or where an insurance policy or applicable law prohibits the Indemnitor
from taking control of) the defense of any Third Party Claim; provided,
however, that the Indemnitee may participate in any such proceeding with
counsel of its choice and at its own expense unless there exists a conflict
between the Indemnitor and the Indemnitee as to their respective legal defenses,
in which case the fees and expenses of any such counsel shall be reimbursed by the
Indemnitor. Except as otherwise set forth herein, the Indemnitee shall have the
right to participate in (but not control) the defense of any Third Party Claim and
to retain its own counsel in connection therewith, but the fees and expenses of
any such counsel for the Indemnitee shall be borne by the Indemnitee. The
Indemnitor shall not, without the prior written consent of the Indemnitee, effect
any settlement of any pending or threatened proceeding in respect of which such
Indemnitee is, or with reasonable foresee ability could have been, a party and
indemnity could have been sought to be collected from the Indemnitor, unless such
settlement includes an unconditional release of such Indemnitee from all liability
arising out of such proceeding (provided, however, that, whether
or not such a release is required to be obtained, the Indemnitor shall




 


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	 	 	 	remain liable to such Indemnitee in accordance with this Section 12 in the event
that a Third Party Claim is subsequently brought against or sought to be collected
from such Indemnitee). The Indemnitor shall be liable for all Losses arising out
of any settlement of any Third Party Claim; provided, however, that
the Indemnitor shall not be liable for any settlement of any Third Party Claim
brought against or sought to be collected from an Indemnitee, the settlement of
which is effected by such Indemnitee without such Indemnitor’s written consent, but
if settled with such Indemnitor’s written consent, or if there is a final judgment
for the plaintiff in any such Third Party Claim, such Indemnitor shall (to the
extent stated above) indemnify the Indemnitee from and against any Losses in
connection with such Third Party Claim. The indemnification required by this
Section 12 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or Losses
are incurred.
	 
	 	d.	 	Neither party shall be liable to the other party for any special,
indirect, consequential, or exemplary damages, and any loss of business or
profits, whether or not foreseeable, arising out of or in connection with this
Agreement (other then in connection with Third Party Claims). The obligations of
each party under this Section shall continue notwithstanding any termination of
this Agreement and such indemnification shall survive termination of this
Agreement.






	13.	 	Miscellaneous.






	 	a.	 	Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission (with receipt acknowledged) or
mailed (registered or certified mail, return receipt requested) to the parties at
the following addresses or facsimile numbers:




If to Network:

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 LLP

300 South Grand Avenue

Los Angeles, California 90071

Attention: Brian J. McCarthy, Esq.

Telecopy: (213) 687-5600



 


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If to Broadcaster or Station:

CBS Radio Inc.

1515 Broadway, 46th Floor

New York, NY 10036

Attention: President/CEO

Telecopy: (212) 846-3939




	 	 	 
	 

	 	with a copy to each of:
	 

	 	CBS Law Department

	 

	 	51 West 52nd Street

	 

	 	New York, NY 10019

	 

	 	Attention: General Counsel

	 

	 	Telecopy: (212) 975-4215

	 

	 	 
	 

	 	Weil, Gotshal & Manges LLP
	 

	 	767 Fifth Avenue
	 

	 	New York, NY 10153
	 

	 	Attention: Howard Chatzinoff
	 

	 	Telecopy: (212) 310-8007







All such notices, requests and other communications will (i) if delivered personally to
the address as provided in this Section, be deemed given upon delivery, (ii) if
delivered by facsimile transmission to the facsimile number as provided in this
Section, be deemed given upon confirmation of transmission, and (iii) if delivered by
mail in the manner described above to the address as provided in this Section, be
deemed given upon receipt (in each case regardless of whether such notice, request or
other communication is received by any other person to whom a copy of such notice,
request or other communication is to be delivered pursuant to this Section). Any party
from time to time may change its address, facsimile number or other information for the
purpose of notices to that party by giving notice specifying such change to the other
parties hereto.




	 	b.	 	Waiver. Any term or condition of this Agreement may be
waived at any time by the party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or condition. No waiver
by any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any other
term or condition of this Agreement on any future occasion. No failure or delay
on the part of party in exercising any right or power under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. All remedies, either under this Agreement or by law or
otherwise afforded, will be cumulative and not alternative.
	 
	 	c.	 	Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each party
hereto.




 


12









 






	 	d.	 	No Third-Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any other person.
	 
	 	e.	 	Headings. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
	 
	 	f.	 	Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any present or future law, and
if the rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (iii) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal,
valid and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.
	 
	 	g.	 	Press Release. Except as required by law, the timing and
content of any public disclosure of the terms of this Agreement shall be made only
upon the mutual approval of Network and Broadcaster.
	 
	 	h.	 	Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of New York, its rules of
conflict of laws notwithstanding.
	 
	 	i.	 	Process. Each party hereby irrevocably consents to the
service of any and all process in any such suit, action or proceeding by
registered or certified mail addressed and sent to the chief executive officer of
such party at such party’s address as noted in Section 13(a) above.
	 
	 	j.	 	Counterparts. This Agreement may be executed in counterparts
and by facsimile signature, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.




 


13









 






	 	k.	 	Expenses. Each of Network and Broadcaster shall bear its own
expenses relating to this Agreement.
	 
	 	l.	 	Entire Agreement. Except as set forth otherwise herein, this
Agreement, this Agreement contains the entire understanding between Network and
Broadcaster with respect to its subject matter and constitutes the sole
relationship between Network and Broadcaster, supersedes all previous agreements
or understandings (including but not limited to any and all other “Metro Networks
Affiliation Agreement(s)” between Network and Station, with the exception of the
indemnification provision(s) of such agreements, which shall survive in accordance
with their terms) between them with respect thereto, and, except for changes and
revisions by Station to Reports and Commercials specifically contemplated herein,
shall not be modified except by a signed writing.
	 
	 	m.	 	Authority. The individual executing this Agreement hereby
warrants and represents that he/she is legally authorized to execute agreements on
behalf of either Network or Broadcaster/ Station, as the case may be, and does so
intending to be bound legally.
	 
	 	n.	 	Commercial Rights. Network represents and warrants that it
possesses all rights necessary to license the Reports and Commercials supplied by
Network under this Agreement.
	 
	 	o.	 	Communications Act of 1934. Network agrees to disclose to
Broadcaster and Station any and all information that it has or that has been
disclosed to it as to any money, service or other valuable consideration which any
person has been paid or accepted, or has agreed to pay or accept for the inclusion
of any matter as a part of the report other than sponsorships\commercial
mentions\spots. The term “service or other valuable consideration” as used in
this paragraph shall not include any service or property furnished without charge
or at a nominal charge for use on, or in connection with, the reports unless it is
so furnished in consideration for an identification in the material provided by
Network of any person, product, service, trademark or brand name beyond an
identification that is reasonably related to the use of such service or property
in such material. With respect to any material for which an announcement is
required, Station may, at its option, cancel the broadcast of such material.




 


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	 	p.	 	Arbitration. Any dispute, controversy or claim arising out
of or relating to this Agreement or the breach, termination or validity thereof
(“Dispute”),
shall on the demand of any party be finally and exclusively resolved by arbitration
in accordance with the then-prevailing JAMS Comprehensive Arbitration Rules and
Procedures as modified herein (the “Rules”); provided, however,
that any party hereto shall have the right to seek injunctive relief against the
other party hereto in the courts of New York, New York, prior to the resolution of
any Dispute by arbitration in accordance with this Section 13(p). There shall be
three neutral arbitrators of whom each party shall select one. The claimant shall
select its arbitrator in its demand for arbitration and the respondent shall select
its arbitrator within 30 days after receipt of the demand for arbitration. The two
arbitrators so appointed shall select a third arbitrator to serve as chairperson
within fourteen days of the designation of the second of the two arbitrators. If
any arbitrator is not timely appointed, at the request of any party such arbitrator
shall be appointed by JAMS pursuant to the listing, striking and ranking procedure
in the Rules. The place of arbitration shall be New York, New York. The arbitral
tribunal shall be required to follow the law of the State of New York. The
arbitral tribunal is not empowered to award damages in excess of compensatory
damages, and each party hereby irrevocably waives any right to recover punitive,
exemplary or similar damages with respect to any Dispute. Any arbitration
proceedings, decision or award rendered hereunder and the validity, effect and
interpretation of this arbitration provision shall be governed by the Federal
Arbitration Act, 9 U.S.C. §1 et seq. The award shall be final and binding upon the
parties and shall be the sole and exclusive remedy between the parties regarding
any claims, counterclaims, issues or accounting presented to the arbitral tribunal.
Judgment upon any award may be entered in any court having jurisdiction.




 


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	WESTWOOD ONE, INC.	 	 	 	CBS RADIO INC.
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ David Hillman	 	 	 	By:	 	/s/ Anton Guitano
	 
	 	 	 	 	 	 	 	 
	Name:
	 	David Hillman 	 	 	 	Name:	 	Anton Guitano
	Title:
	 	CAO & GC 	 	 	 	Title:	 	Senior Executive Vice President of
Finance and Operations and CFO






Signature Page to Metro Networks Affiliation Agreement




 


 









 










EXHIBIT 1




SEE ATTACHED



[Intentionally
omitted.]



 


 









 





EXHIBIT 2




SEE ATTACHED





[Intentionally
omitted.]



 


 









 





EXHIBIT 3




SEE ATTACHED



[Intentionally
omitted.]



 


 









 





EXHIBIT 4




FORM OF METRO TRAFFIC AGREEMENT



 


 









 










 


 









 





Metro Traffic Network Radio Affiliation Agreement

With CBS Station(s)

CONDITIONS OF AGREEMENT




Station (as defined on the first page of this Agreement), which is owned and operated by CBS
Radio Inc. (“Broadcaster”) and Metro Networks Communications, Limited Partnership (“Network”), an
affiliate of Westwood One, Inc. (“Westwood”) hereby agree to the following terms and conditions.



I. BROADCAST OF TRAFFIC REPORTS AND COMMERCIALS



a. Carriage of Traffic Reports and Commercials. Network agrees to provide Station with
traffic reports (“Traffic Reports”) that are professional, and of broadcast-quality in accordance
with prevailing industry standards (“Prevailing Industry Standards”) and Station agrees to
broadcast on its analog and HD1 facilities the minimum number of Traffic Reports per day indicated
on the first page of this Agreement, including opening commercial mentions (“Commercial Mention”)
within :15 seconds of the beginning of each Traffic Report and a :15 second commercial announcement
(“Commercial Announcement,” and collectively with Commercial Mentions, the “Commercials”) .
Station further agrees that any Traffic Reports it runs in addition to the minimum number of
Traffic Reports indicated on the first page of this Agreement will carry an opening Commercial
Mention within :15 seconds of the beginning of each Traffic Report and a :15 second Commercial
Announcement. All :15 second Commercial Announcements, at Network’s option, can be aired
immediately prior to, within, or immediately after the actual Traffic Report. Network also agrees
to provide Station with the services specified on the first page of this Agreement and to the
extent indicated on the first page of this Agreement, live traffic services for Stations using a
helicopter.



b. Internet Streaming. The parties agree that for the purposes of this Agreement, the term
“broadcast” includes transmission of the Traffic Reports and Commercials over Station’s licensed
analog or digital facilities, and simulcast of the Traffic Reports and Commercials by Station via
live internet streaming (“Internet Streaming”) on Station’s website (“Station Website”), free of
charge for the personal, non-commercial use of visitors to the Station Website. If, during the
Term of this Agreement, Network enters into a material agreement with any radio station in
Station’s market for provision of the Traffic Reports on terms that allow such third party to
exploit the Traffic Reports by a means other than as set forth in the preceding sentence (e.g.,
through podcasting, messaging) with payment of no or nominal additional consideration (a “More
Favorable Agreement”), then Network shall promptly notify Broadcaster in writing of the execution
of such More Favorable Agreement, detailing the consideration and/or terms and conditions contained
therein and Station shall have the option to then exploit the Traffic Reports on the same terms and
conditions and consideration, if any, of the More Favorable Agreement throughout the earlier of:
(i) the term of the More Favorable Agreement or (ii) the remainder of the Term.




 


 









 







c. Clearance of Traffic Reports. Except as set forth in Section I(d) and I(e) below,
Station agrees to clear Traffic Reports either by live broadcast or delayed broadcast within five
(5) minutes of feed during the scheduled times listed on the first page of this Agreement.



d. Changes to Commercials; Preemption. Network may from time to time change the
Commercials to be broadcast by Station so long as such modification does not increase the number or
placement of such Commercials; provided however that with any changes made with respect to
Network’s transmission of Commercials, Network shall notify Station’s traffic department by email
of any changes in Commercials at least twenty-four (24) hours before such changes become effective.
Station shall have the right to preempt any Traffic Reports or Commercials upon advance written
notice to Network (which in the case of this Section I(d), the parties agree that electronic mail
to individual(s) designated by Network shall suffice for purposes of notice under this Agreement)
and solely as follows: (i) in Station’s opinion, the Commercials violate any of Station’s written
“standards and practices” (to the extent such have been provided by Station to Network in advance
and provided such are applied to Network advertisers in the same manner that they are applied to
Station’s cash advertisers), technical quality standards or any applicable law, statutes,
ordinances or regulation (“Content Related Preemption”); or (ii) if such Traffic Reports or
Commercials are broadcast during any play-by-play sports programming or NASCAR programming (“Sports
Related Preemption”).



e. Make Goods.




(i) Content Related Preemption. If Station preempts Traffic Reports or Commercials
for a Content Related Preemption, Station may nevertheless receive credit for broadcasting same by
providing a make good (which in the case of a Commercial preempted by Station for the reasons set
forth in Section I(d)(ii) above shall be a substitute Commercial which shall be provided by Network
within two business day’s notice from Station that the original Commercial was not acceptable or
Station shall be relieved of any make good obligation) (“Make Good”) for such Commercials as
follows:




	 	 	 	 	 
	Originally Scheduled Broadcast	 	 	 	 
	Date	 	Make Good Window*	 	Make Good Time*
	Monday – Wednesday

	 	Monday- Friday within
the same week as the
originally scheduled
broadcast date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Thursday- Friday

	 	Monday-Friday within
the same week as the
originally scheduled
broadcast date OR
Monday-Wednesday in
the week following
the originally
scheduled broadcast
date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Thursday – Friday for
time sensitive
commercials (e.g.,
retail sales
(including airlines),
seasonal copy, movie
or other openings or
TV or other media
“tune-in” (including
newspapers),
lotteries and
sweepstakes) that
Network has provided
CBS with reasonable
advance notice of
pursuant to Section
I(d)

	 	Reasonable best
efforts Monday-Friday
within the same week
as the originally
scheduled broadcast
date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Saturday-Sunday

	 	Monday-Sunday in the
week following the
originally scheduled
broadcast date
	 	Same daypart as the
originally scheduled
broadcast date





 


2









 






*       or at such other time as Network and Station may mutually agree (with the above Make Good Window
and Make Good Time collectively referred to as the “Make Good Period”). Traffic Reports,
Commercials and Spot Announcements (as defined in Section II below) aired during the Make Good
Period in accordance with this section shall be deemed to have run during the relevant Commercial
Schedule, with no resulting adverse financial impact on Station or Broadcaster’s clearance
percentages and no other financial penalty to Station or Broadcaster as a result thereof.




(ii) Sports Related Preemptions. If Station preempts Commercials for a Sports
Related Preemption, Station shall not be required to provide a Make Good, except if a Make Good
requirement is set forth in Exhibit 1 to this Agreement. To the extent that Station is not
required to provide a Make Good for a Sports Related Preemption, failure to provide such Make Good
shall result in a pro-rata reduction in the Monthly Payment set forth in Section 7(a) of the
Station Metro Affiliation Agreement for any Commercials that are not made good but shall have no
other adverse financial impact on Station or Broadcaster’s clearance percentages and no other
financial penalty to Station or Broadcaster as a result thereof. To the extent that Station is
required to provide a Make Good for Sports Related Preemptions as indicated in Exhibit 1 to this
Agreement, then Traffic Reports, Commercials and Spot Announcements (as defined in Section II
below) aired during the Make Good Period shall be deemed to have run during the relevant Commercial
Schedule, with no resulting adverse financial impact on Station or Broadcaster’s clearance
percentages and no other financial penalty to Station or Broadcaster as a result thereof.


f. Sponsorship Identifications. Station shall have the right to add a sponsorship
identification to Commercials if Station determines such identification is required to comply with
applicable FCC requirements (including but not limited to 47 CFR § 73.1212); provided however that
Station agrees that Commercials with obvious sponsorship identification (as contemplated by FCC
requirements) will not require disclosure beyond the sponsorship identification already contained
in the commercial copy. If Station determines such identification is required, it shall
immediately notify Network of such determination and give Network the opportunity to correct such
identification issue, in which event Network may provide replacement Commercials.




II. BROADCAST OF SPOT ANNOUNCEMENTS



In addition, Station agrees to furnish Network certain additional commercial time, if any, (“Spot
Announcements”) to the extent indicated on the first page of this Agreement, to broadcast thirty
(:30) or sixty (:60) second Spot Announcements, to be used at the discretion of Network, each week.
Such Spot Announcements shall broadcast as indicated on the first page of this Agreement. In
addition to the foregoing, Station may
pre-empt Spot Announcements upon notice to Network in the event that such time is sold commercially
for cash or in the event that non-acceptance by Station is due to the fact that the Spot Advertiser
was a cash customer of Station in the preceding twelve (12) months.




 


3









 







III. FAILURE TO BROADCAST/ FORCE MAJEURE



Neither party will have any liability hereunder if performance by such party shall be prevented,
interfered with or omitted because of labor dispute, failure of facilities, act of God, government
or court action, terrorist act, or any other similar or dissimilar cause beyond the control of the
party so failing to perform hereunder.




IV. NON-SHARING OF INFORMATION/CONFIDENTIALITY



Station agrees that, except as set forth otherwise in this Agreement, no traffic information
provided to Station by Network will be made available or sold to any other person(s), entities,
radio station or broadcast licensee, without prior written consent of Network. The terms of this
Agreement are confidential and neither party shall disclose the contents herein to any third party
except as otherwise required by law. This confidentiality shall survive termination of this
Agreement.




V. LIMITATIONS



a. Station Use of Third Party Traffic Information. Station agrees that no other source for
traffic information shall be broadcast on the analog radio signal or HD1 signal of the Station
other than traffic information received from Network or traffic information received from: (i)
federal, state or local transportation authorities and (ii) traffic services other than Network
during times in which Network does not provide local traffic information in the applicable market
(e.g., overnights and/or weekends in certain markets).  Network agrees that Station may use traffic
information from any source (e.g., Traffic.com, Premiere) on any platform used by Station to
disseminate information, including but not limited to on the Station’s Website, HD2 signal and
through interaction with Station listeners by e-mail, text messaging or otherwise, except that as
to Station’s analog radio signal or HD1 signal such Station use shall be limited by the first
sentence of this Section.  The parties further agree, for the time period from the Effective Date
as defined in the Master Agreement (“Commencement Date”) until March 31, 2010, or in the event of a
sale of Station pursuant to Section 8 of the Station Metro Affiliation Agreement, at which time, in
either case, the following provisions in this paragraph shall no longer apply (unless the buyer in
such sale consents to such provision, which consent Broadcaster shall use reasonable commercial
efforts to obtain), that: (i) to the extent that Station enters into arrangements to receive
traffic information from a third party source (“Third Party Traffic Provider”)  pursuant to the
previous sentence (“Third Party Traffic Agreement”), Station may broadcast commercials pursuant to
such Third Party Traffic Agreement (whether such commercials are for the Third Party itself or for
a Third Party’s own advertiser) on the Station’s analog radio signal,  HD1 and HD2 signal and
Station Website, so long as such commercials are not broadcast on the Station’s analog radio
signal or HD1 signal within a Traffic Report or within two minutes before or after a Traffic Report
provided to Station by Network (“Two Minute Window”).




 


4









 










b. Station Sale of Advertising Adjacent to Traffic Reports. During the Term of this
Agreement and subject in all respects to Section 12(a)(iii) of the Master Agreement, dated of even
date herewith, between Westwood and Broadcaster (“Master Agreement”), Station may (i) sell ten
(10)-second sponsorships in or adjacent to Traffic Reports, subject additionally to the limitations
set forth in Sections V(a) and(c) of this Agreement and (ii) may sell any
advertising on a station-by-station basis.



c.  CBS Rep Firm Sale of Advertising Adjacent to Traffic Reports. Between the Commencement
Date and March 31, 2010, Station is permitted to sell ten (10)-second sponsorships in or
adjacent to Traffic Reports provided to CBS Radio Inc. pursuant to the various Station Network
Affiliation Agreements through one or more CBS Rep Firms, subject to the following limitation: (i)
total traffic sales nationwide by a CBS Rep Firm across all CBS Stations may not exceed $3.0
million for the first twelve (12) months after the Effective Date of the Master Agreement, and (ii)
total traffic sales nationwide by a CBS Rep Firm across all CBS Stations may not exceed $4.0
million annually for each twelve (12) months after the first anniversary of the Commencement Date.
The immediately preceding limitation applies only with respect to ten (10)-second sponsorships in
or adjacent to Traffic Reports provided to CBS Radio Inc. pursuant to Metro Traffic Network Radio
Affiliate Agreements and not to any other ten (10)-second sponsorships and only until March 31,
2010, at which time there shall be no restrictions on sales of any kind by CBS Rep Firms on behalf
of Station or any other CBS owned and operated radio station. To the extent that Commercial
Announcements sold by Metro are scheduled for broadcast adjacent to or embedded within a Traffic
Report(s) as indicated on the first page of this Agreement, such Traffic Report(s) will be
exclusively sold by Network (“Exclusive Network Traffic Reports”), and in such case Radio Station
agrees that no other advertiser may be attributed to and/or associated with such Exclusive Network
Traffic Report other than a Metro advertiser.




VI. AFFIDAVITS



During the Term of this Agreement Station agrees to verify and report to Network all clearances of
Traffic Reports, Commercials and Spot Announcements, if any, via affidavits (“Affidavits” ) using
the Westwood One Electronic Affidavit System or via the Internet on forms as provided therein
and/or by methods determined by Network, in its reasonable discretion, within two (2) business days
of the originally scheduled broadcast date for such Traffic Reports, Commercials and Spot
Announcements or at such other time as Network and Station may mutually agree. The parties agree
that the form of Affidavit will accurately reflect the terms of this Agreement, including but not
limited to indication upon such Affidavit of Station’s right to provide Make Goods during the Make
Good Period. Upon receipt of an Affidavit from Station submitted in accordance with the terms
hereof, Network agrees to acknowledge receipt of such Affidavit within twenty-four (24) hours of
receipt and agrees to maintain a system by which Station-submitted Affidavits are retained for
review and verification purposes. In the event that Station does not submit Affidavits in a timely
manner in accordance with the terms of this Section VI, Network will provide Station with written notice of such failure (“Late Affidavit
Notice”). Station shall have thirty (30) days after receipt of such Late Affidavit Notice in which
to cure such failure (“Cure Period”); provided however that in the event that Station fails to
submit such Affidavits during the Cure Period, then such failure shall result in a reduction in the
Monthly Payment set forth in Section 7(a) of the Station Metro Affiliation Agreement for any such
Affidavits not submitted during the Cure Period.





 


5









 







VII. EQUIPMENT RESPONSIBILITY



Network shall supply such equipment necessary to produce the Traffic Reports in accordance with
Prevailing Industry Standards, including as indicated on the first page of this Agreement
(“Equipment”), at no additional cost to Station, except as set forth otherwise herein. Network
shall maintain, replace and update such Equipment in accordance with Prevailing Industry Standards.
All equipment supplied by Network to Station shall remain the property of Network. Station is
solely responsible for the expense and maintenance of all telephone lines for voice transmission
and equipment for receipt of the Traffic Reports. Station will not, without authorization of
Network, affix any foreign equipment or service to any hardware Network may supply.




VIII. ASSIGNMENT



This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Subject to Section 8 of the Station Metro Affiliation
Agreement and Section 26 of the Master Agreement, neither Broadcaster nor Network may assign its
rights or obligations hereunder without the prior written consent of the other party hereto;
provided that (i) subject to Section 26 of the Master Agreement, Network may assign all or
any of its rights and related obligations hereunder to any of its controlled affiliates, or a third
party who acquires more than 50% of the equity or voting interests of Network, all or substantially
all of the assets of Network or all or substantially all of the assets comprising any significant
business unit or division of Network, in each case, in a single transaction or series of related
transactions, without the prior consent of Broadcaster; provided that (x) in the case of
any assignment in connection with the sale of all or substantially all of the assets comprising any
significant business unit or division of Network, such assignment shall be limited to those rights
and related obligations that are related to such business unit or division, (y) in connection with
any permitted assignment under this clause (i), the assignee shall assume all of the obligations
relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve
Network from any of its obligations or liabilities under this Agreement; (ii) Broadcaster may
assign, without the prior consent of Network, all or any of its rights or obligations hereunder to
(x) any of its affiliates and (y) any third party who acquires any Broadcaster Station, to the
extent the assigned rights are related to the Broadcaster Stations acquired thereby;
provided that no assignment under this clause (ii) shall relieve Broadcaster from any of
its obligations or liabilities hereunder; and (iii) in respect of any assignment of Broadcaster’s
rights and related obligations hereunder to any third party who is not an affiliate of Broadcaster,
Network’s prior written consent shall not be unreasonably withheld. Any purported assignment or
transfer in violation of the provisions of this Section VIII is null and void and of no force or
effect. For the





 


6









 






avoidance of doubt, (i) Network agrees that that a sale of Broadcaster as an entity, whether
directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not
constitute an assignment for purposes of this Agreement or otherwise require the consent of Network
and (ii) Broadcaster agrees that, subject to Section 26 of the Master Agreement, a sale of Network
as an entity, whether directly or indirectly and whether by merger, asset sale, stock sale or
otherwise shall not constitute an assignment for purposes of this Agreement or otherwise require
the consent of Broadcaster. In addition, Broadcaster acknowledges that the Network may engage
third parties to manage the distribution of the Programs, or act as an agent of the Network
relating to the distribution or production of Programs for the Network or sale of any commercial
inventory associated with the Programs, in each case, not from any broadcast facilities leased by,
or leased from, Broadcaster (other than independent contractors who shall be permitted access to
such broadcast facilities consistent with Past Practice (as such term is defined in the Technical
Services Agreement, dated as of even date herewith, between Broadcaster and Westwood), and
Broadcaster agrees that it shall remain, and any third party engaged by it shall be, subject to all
of the applicable terms and conditions of this Agreement and the Amended and Restated News
Programming Agreement, dated of even date herewith, between Broadcaster and Westwood (“Amended News
Agreement”). Upon the transfer or assignment of the Station pursuant to Section 8 of the Station
Metro Affiliation Agreement, the terms of such Section 8 and Section IX(b)(vi) of this Agreement
shall be of no further force or effect and shall not apply to the Buyer of the Station or to any
subsequent Buyers.




IX. TERM; TERMINATION



a. Term. Subject to clause (ii) of the last sentence of Section 8(a) of the Station Metro
Affiliation Agreement, the term of this Agreement shall commence on the Commencement Date and shall
continue through and including March 31, 2017, unless earlier terminated as provided herein or in
the Station Metro Affiliation Agreement (the “Term”).



b. Termination. This Agreement may be terminated:





(i) by mutual written consent of Broadcaster and Network;



(ii) by Broadcaster if Network fails to pay an undisputed amount owed to Broadcaster under
this Agreement following 30 days written notice;



(iii) by Broadcaster if Network fails to pay an amount owed to Broadcaster that was previously
disputed but has since been determined by arbitration pursuant to Section XXII or mutual agreement
of the parties to be owed to Broadcaster under this Agreement, within 15 days of such arbitration
award or following 15 days written notice of such mutual agreement;



(iv) by Broadcaster following 30 days written notice if (x) three (3) or more disputed
payments are submitted to arbitration under Section XXII during the Term of this Agreement, (y)
such disputed payments are not deposited with a third party escrow
agent reasonably acceptable to Broadcaster and Network within five (5) business days of
submission to arbitration and (z) the arbitrator(s) finds in each case that the amount claimed by
Broadcaster to be properly payable by Network to Broadcaster under this Agreement is in fact
properly payable to Broadcaster under this Agreement;


 


7









 






(v) by either party hereto if (x) it notifies the other party in writing that such other
party is in material breach of one or more of its material covenants (other than payment covenants)
under this Agreement and such breach is not cured within 30 days of receipt of such written notice,
(y) it submits to arbitration under Section XXII such breach or breaches and requests termination
as a remedy, and (z) the arbitrator(s) determines (A) that the breaching party has in fact
materially breached one or more material covenants (other than payment covenants) under this
Agreement, (B) that such breach or breaches have not been cured and have caused significant harm to
the non-breaching party, and (C) that termination of this Agreement is an appropriate remedy (after
considering other appropriate remedies short of termination);



(vi) automatically in the event of a termination of the Master Agreement and the parties’
rights and obligations shall be governed by the terms of Section 27 of the Master Agreement;



(vii) by Network effective immediately by giving Station notice of termination if Station has
delivered to Network intentionally or repeatedly false, inaccurate or incomplete Affidavits
concerning the broadcast of the Traffic Reports, Commercials and Spot Announcements; provided
however in the event that Network determines that Station has submitted intentionally or repeatedly
false, inaccurate or incomplete Affidavits, Network will provide notice to Broadcaster and Station
(through a designated official at each) of such failure or problem. Network further agrees that
Station shall have thirty (30) days notice and opportunity to cure in the event that such delivery
of false, inaccurate or incomplete Affidavits was due to circumstances not approved or condoned by
a management level Station official; provided, however, that such opportunity to cure in this
instance shall be available to Station on three (3) occasions only during the Term of this
Agreement.



(viii) By Broadcaster pursuant to clause (i) of the last sentence of Section 8(a) of the
Station Metro Affiliation Agreement.



X. INDEMNITY



a. From and after the Commencement Date, Broadcaster shall indemnify, defend and hold Network, its
affiliates and their respective officers, directors, employees and representatives, and the
predecessors, successors and assigns of any of them harmless, from and against any and all actions,
claims, damages and liabilities (and all actions in respect thereof and any legal or other expenses
in giving testimony or furnishing documents in response to a subpoena or otherwise and whether or
not a party thereto), whether or not arising out of third party claims, including reasonable legal
fees and expenses in connection with, and other costs of, investigating, preparing or defending any
such action or claim, whether or not in connection with litigation in
which such person is a party, and as and when incurred (collectively, “Losses”), caused by, relating to, based upon or
arising out of (directly or indirectly) (i) any breach of, or inaccuracy in, any representation or
warranty of Broadcaster or Station in this Agreement or any certificate or other document delivered
pursuant hereto in connection herewith, or (ii) any breach of any covenant or agreement made by
Broadcaster or Station in this Agreement.






 


8









 




b. From and after the Effective Date under the Master Agreement, Network shall indemnify, defend
and hold Broadcaster, Station, their affiliates and their respective officers, directors, employees
and representatives, and the predecessors, successors and assigns of any of them harmless, from and
against any Losses, caused by, relating to, based upon or arising out of (directly or indirectly)
(i) any breach of, or inaccuracy in, any representation or warranty of Network in this Agreement or
any certificate or other document delivered pursuant hereto in connection herewith, (ii) any breach
of any covenant or agreement made by Network in this Agreement, or (iii) any claim that
the Traffic Reports or Commercials, or the Broadcaster or Station’s use thereof in accordance with
the terms and conditions hereunder, violates or infringes the rights of any third party.



c. In the event of a claim for breach of the representations and warranties contained in this
Agreement or for failure to fulfill a covenant or agreement, the party asserting such breach or
failure shall provide a written notice to the other party which shall state specifically the
representation, warranty, covenant or agreement with respect to which the claim is made, the facts
giving rise to an alleged basis for the claim and the amount of liability asserted against the
other party by reason of the claim. If any suit, action, proceeding or investigation shall be
commenced or any claim or demand shall be asserted by any third party (a “Third Party Claim”) in
respect of which indemnification may be sought by any party or parties from any other party or
parties under the provisions of this Section X, the party or parties seeking indemnification
(collectively, the “Indemnitee”) shall promptly provide written notice to the party or parties from
which indemnification is sought (collectively, the “Indemnitor”); provided,
however, that any failure by an Indemnitee to so notify an Indemnitor will not relieve the
Indemnitor from its obligations hereunder, except to the extent that such failure shall have
materially prejudiced the defense of such Third Party Claim. The Indemnitor shall have the right
to control (except where an insurance carrier has the right to control or where an insurance policy
or applicable law prohibits the Indemnitor from taking control of) the defense of any Third Party
Claim; provided, however, that the Indemnitee may participate in any such
proceeding with counsel of its choice and at its own expense unless there exists a conflict between
the Indemnitor and the Indemnitee as to their respective legal defenses, in which case the fees and
expenses of any such counsel shall be reimbursed by the Indemnitor. Except as otherwise set forth
herein, the Indemnitee shall have the right to participate in (but not control) the defense of any
Third Party Claim and to retain its own counsel in connection therewith, but the fees and expenses
of any such counsel for the Indemnitee shall be borne by the Indemnitee. The Indemnitor shall not,
without the prior written consent of the Indemnitee, effect any settlement of any pending or
threatened proceeding in respect of which such Indemnitee is, or with reasonable foresee ability
could have been, a party and indemnity could have been sought to be collected from the Indemnitor,
unless such settlement includes an unconditional release of such Indemnitee from all



 


9









 






liability arising out of such proceeding (provided, however, that, whether or not
such a release is required to be obtained, the Indemnitor shall remain liable to such Indemnitee in
accordance with this Section X in the event that a Third Party Claim is subsequently brought
against or sought to be collected from such Indemnitee). The Indemnitor shall be liable for all
Losses arising out of any settlement of any Third Party Claim; provided, however,
that the Indemnitor shall not be liable for any settlement of any Third Party Claim brought against
or sought to be collected from an Indemnitee, the settlement of which is effected by such
Indemnitee without such Indemnitor’s written consent, but if settled with such Indemnitor’s written
consent, or if there is a final judgment for the plaintiff in any such Third Party Claim, such
Indemnitor shall (to the extent stated above) indemnify the Indemnitee from and against any Losses
in connection with such Third Party Claim. The indemnification required by this Section X shall be
made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Losses are incurred.



d. Neither party shall be liable to the other party for any special, indirect, consequential, or
exemplary damages, and any loss of business or profits, whether or not foreseeable, arising out of
or in connection with this Agreement (other then in connection with Third Party Claims). The
obligations of each party under this Section shall continue notwithstanding any termination of this
Agreement and such indemnification shall survive termination of this Agreement.




XI. GOVERNING LAW; VENUE



This Agreement shall be governed by and construed in accordance with the laws of the state of New
York, its rules of conflict of laws notwithstanding. Each party hereby irrevocably consents to the
service of any and all process in any such suit, action or proceeding by registered or certified
mail addressed and sent to the chief executive officer of such party at such party’s address as
noted on the front page of this Agreement.




XII. NOTICES



Except as set forth otherwise herein, all notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered personally or by
facsimile transmission (with receipt acknowledged) or mailed (registered or certified mail, return
receipt requested) to the parties at the addresses or facsimile numbers on the first page of this
Agreement with courtesy copies as follows:



If to Network:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attention: Brian J. McCarthy, Esq.

Telecopy: (213) 687-5600



If to Station:

CBS Law Department

51 West 52nd Street

New York, NY 10019

Attention: General Counsel

Telecopy: (212) 975-4215



 


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All such notices, requests and other communications will (i) if delivered personally to the address
as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be deemed given upon confirmation
of transmission, and (iii) if delivered by mail in the manner described above to the address as
provided in this Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a copy of such
notice, request or other communication is to be delivered pursuant to this Section). Any party
from time to time may change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other parties hereto.




XIII. WAIVER



Any term or condition of this Agreement may be waived at any time by the party that is entitled to
the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument
duly executed by or on behalf of the party waiving such term or condition. No waiver by any party
of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this Agreement on any future
occasion. No failure or delay on the part of party in exercising any right or power under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. All
remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not
alternative.




XIV. AMENDMENT



This Agreement may be amended, supplemented or modified only by a written instrument duly executed
by or on behalf of each party hereto.




XV. NO THIRD-PARTY BENEFICIARY



The terms and provisions of this Agreement are intended solely for the benefit of each party hereto
and their respective successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person.




XVI. HEADINGS



The headings used in this Agreement have been inserted for convenience of reference only and do not
define or limit the provisions hereof.




 


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XVII. INVALID PROVISIONS



If any provision of this Agreement is held to be illegal, invalid or unenforceable under any
present or future law, and if the rights or obligations of any party hereto under this Agreement
will not be materially and adversely affected thereby, (i) such provision will be fully severable,
(ii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible.




XVIII. COUNTERPARTS



This Agreement may be executed in any number of counterparts and by facsimile signature, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument.




XIX. ENTIRE AGREEMENT



Except as set forth otherwise herein, this Agreement contains the entire understanding between
Network and Station with respect to its subject matter and constitutes the sole relationship
between Network and Station for such subject matter, supersedes all previous agreements or
understandings (including but not limited to any and all Metro Traffic Network Affiliation
Agreement, with the exception of the indemnification provision(s) of such agreements, which shall
survive in accordance with their terms) between them with respect thereto and shall not be modified
except by a signed writing.




XX. AUTHORITY



The individual executing this Agreement hereby warrants and represents that he/she is legally
authorized to execute agreements on behalf of either Network or Station as the case may be and
does so intending to be bound legally.




XXI. COMMUNICATIONS ACT OF 1934



Network agrees to disclose to Station any and all information that it has or that has been
disclosed to it as to any money, service or other valuable consideration which any person has been
paid or accepted, or has agreed to pay or accept for the inclusion of any matter as a part of the
report other than sponsorships\commercial mentions\spots. The term “service or other valuable
consideration” as used in this paragraph shall not include any service or property furnished
without charge or at a nominal charge for use on, or in connection with, the reports unless it is
so furnished in consideration for an identification in the material provided by Network of any
person, product, service, trademark or brand name beyond an identification that is reasonably
related to the use of such service or property in such material. With respect to any material for
which an announcement is required, Station may, at its option, cancel the broadcast of such
material.




 


12









 







XXII. ARBITRATION



Any dispute, controversy or claim arising out of or relating to this Agreement or the breach,
termination or validity thereof (“Dispute”), shall on the demand of any party be finally and
exclusively resolved by arbitration in accordance with the then-prevailing JAMS Comprehensive
Arbitration Rules and Procedures as modified herein (the “Rules”); provided,
however, that any party hereto shall have the right to seek injunctive relief against the
other party hereto in the courts of New York, New York, prior to the resolution of any Dispute by
arbitration in accordance with this Section XXII. There shall be three neutral arbitrators of whom
each party shall select one. The claimant shall select its arbitrator in its demand for
arbitration and the respondent shall select its arbitrator within 30 days after receipt of the
demand for arbitration. The two arbitrators so appointed shall select a third arbitrator to serve
as chairperson within fourteen days of the designation of the second of the two arbitrators. If
any arbitrator is not timely appointed, at the request of any party such arbitrator shall be
appointed by JAMS pursuant to the listing, striking and ranking procedure in the Rules. The place
of arbitration shall be New York, New York. The arbitral tribunal shall be required to follow the
law of the State of New York. The arbitral tribunal is not empowered to award damages in excess of
compensatory damages, and each party hereby irrevocably waives any right to recover punitive,
exemplary or similar damages with respect to any Dispute. Any arbitration proceedings, decision or
award rendered hereunder and the validity, effect and interpretation of this arbitration provision
shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The award shall be final and
binding upon the parties and shall be the sole and exclusive remedy between the parties regarding
any claims, counterclaims, issues or accounting presented to the arbitral tribunal. Judgment upon
any award may be entered in any court having jurisdiction.



 


13









 





EXHIBIT 1




PLAY-BY-PLAY SPORTS/NASCAR PREEMPTION RIGHTS AND MAKE GOOD OBLIGATIONS



See Attached.



[Intentionally
omitted.]



 


 









 





EXHIBIT 5




FORM OF METRO NEWS AGREEMENT



 


 









 









	2800 Post Oak Blvd., Suite 4000 Agreement No.:
Houston, TX 77056-6199
Phone: 713-407-6000
Fax: 713-407-6348




	NEWS NETWORK RADIO AFFILIATE AGREEMENT FOR CBS RADIO STATION




	Station: [Metro Affiliate Exhibit 1; Column B] Start Date: [Effective Date of Master Agreement]




	Frequency: [Metro Affiliate Exhibit 1; Column C] Term: [Effective Date of Master Agreement – March 31, 2017]




	Station Market: [Metro Affiliate Exhibit 1; Column A] Network Contact:




	Address: Phone Number:




	City: State: Zip Code: Fax Number:




	Station Contact: E-Mail:




	Phone Number:




	Fax Number:




	E-Mail:




	DAILY MINIMUM NUMBER            DAILY MINIMUM NUMBER            DAILY MINIMUM NUMBER            DAILY MINIMUM NUMBER
OF TRAFFIC REPORTS            OF TRAFFIC REPORTS            OF COMMERCIALS            OF COMMERCIALS
WEEKDAYS (MON-FRI) WEEKENDS (SAT-SUN) WEEKDAYS (MON-FRI) WEEKENDS (SAT-SUN)




	5 a.m. – 10 a.m. 24 hours [Metro 5 a.m. – 10 a.m. [Metro Aff. Ex. 2; Col. G] 24 hours [Metro
[Metro Aff. Ex. 3; Aff. Ex. 3; Col. I] Aff. Ex. 2; Col. L]
Col. E]




	10 a.m.  – 3 p.m 10 a.m.  – 3 p.m. [Metro Aff. Ex. 2; Col.
[Metro Aff. Ex. 3; H]
Col. F]




	3 p.m.  – 8 p.m. 3 p.m.  – 8 p.m. [Metro Aff. Ex. 2; Col. I]
[Metro Aff. Ex. 3;
Col. G]




	8 p.m.  – 5 a.m. 8 p.m.  – 5 a.m. [Metro Aff. Ex. 2; Col. J]
[Metro Aff. Ex. 3;
Col. H]




	Total [Metro Aff. Total [Metro Aff. Total [Metro Aff. Ex. 2; Col. K] Total [Metro Aff.
Ex. 3; Col. J] Ex. 3; Col. I] Ex. 2; Col. L]




	ADDITIONAL SERVICES PROVIDED BY NETWORK/STATION




	Spot Announcements [Metro Affiliate Exhibit 1; Column N] (Specify weekly amount and
day part.)




	Station Sports/NASCAR Make Good Requirement (If yes, see
Exhibit 1 to this Agreement.)




 


 









 





Metro News Network Radio Affiliation Agreement

With CBS Station(s)

CONDITIONS OF AGREEMENT




Station (as defined on the first page of this Agreement), which is owned and operated by CBS
Radio Inc. (“Broadcaster”) and Metro Networks Communications, Limited Partnership (“Network”), an
affiliate of Westwood One, Inc. (“Westwood”) hereby agrees to the following terms and conditions.



I.
BROADCAST OF NEWS REPORTS AND COMMERCIALS



a. Carriage of News Reports and Commercials. Network agrees to provide Station with news
reports (“News Reports”) that are professional and of broadcast-quality in accordance with
prevailing industry standards (“Prevailing Industry Standards”) and Station agrees to broadcast on
it analog and HD1 facilities the minimum number of News Reports per day indicated on the first page
of this Agreement, including opening commercial mentions (“Commercial Mention”) within :15 seconds
of the beginning of each News Report and a :15 second commercial announcement (“Commercial
Announcement,” and collectively with Commercial Mentions, the “Commercials”) . Station further
agrees that any News Reports it runs in addition to the minimum number of News Reports indicated on
the first page of this Agreement will carry an opening Commercial Mention within :15 seconds of the
beginning of each News Report and a :15 second Commercial Announcement. All :15 second Commercial
Announcements, at Network’s option, can be aired immediately prior to, within, or immediately after
the actual News Report. Network also agrees to provide Station with the services specified on the
first page of this Agreement.



b. Internet Streaming. The parties agree that for the purposes of this Agreement, the term
“broadcast” includes transmission of the News Reports and Commercials over Station’s licensed
analog or digital facilities, and simulcast of the News Reports and Commercials by Station via live
internet streaming (“Internet Streaming”) on Station’s website (“Station Website”), free of charge
for the personal, non-commercial use of visitors to the Station Website. If, during the Term of
this Agreement, Network enters into a material agreement with any radio station in Station’s market
for provision of the News Reports on terms that allow such third party to exploit the News Reports
by a means other than as set forth in the preceding sentence (e.g., through podcasting, messaging)
with payment of no or nominal additional consideration (a “More Favorable Agreement”), then Network
shall promptly notify Broadcaster in writing of the execution of such More Favorable Agreement,
detailing the consideration and/or terms and conditions contained therein and Station shall have
the option to then exploit the News Reports on the same terms and conditions and consideration, if
any, of the More Favorable Agreement throughout the earlier of: (i) the term of the More Favorable
Agreement or (ii) the remainder of the Term.



 


 









 







c. Changes to Commercials; Preemption. Network may from time to time change the
Commercials to be broadcast by Station so long as such modification
does not increase the number or placement of such Commercials; provided however that with any changes made
with respect to Network’s transmission of Commercials, Network shall notify Station’s traffic
department by email of any changes in Commercials at least twenty-four (24) hours before such
changes become effective. Station shall have the right to preempt any News Reports or Commercials
upon advance written notice (which in the case of this Section I(c), the parties agree that
electronic mail to individual(s) designated by Network shall suffice for purposes of notice under
this Agreement) to Network and solely as follows: (i) in Station’s opinion, the Commercials
violate any of Station’s written “standards and practices” (to the extent such have been provided
by Station to Network in advance and provided such are applied to Network advertisers in the same
manner that they are applied to Station’s cash advertisers), technical quality standards or any
applicable law, statutes, ordinances or regulation (“Content Related Preemption”); or (ii) if such
News Reports or Commercials are broadcast during any play-by-play sports programming or NASCAR
programming (“Sports Related Preemption”).



d. Make Goods.




(i) Content Related Preemption. If Station preempts News Reports or Commercials for a
Content Related Preemption, Station may nevertheless receive credit for broadcasting same by
providing a make good (which in the case of a Commercial preempted by Station for the reasons set
forth in Section I(c)(i) above shall be a substitute Commercial which shall be provided by Network
within two business day’s notice from Station that the original Commercial was not acceptable or
Station shall be relieved of any make good obligation) (“Make Good”) for such Commercials as
follows:



	 	 	 	 	 
	Originally Scheduled Broadcast	 	 	 	 
	Date	 	Make Good Window*	 	Make Good Time*
	Monday – Wednesday

	 	Monday- Friday within
the same week as the
originally scheduled
broadcast date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Thursday- Friday

	 	Monday-Friday within
the same week as the
originally scheduled
broadcast date OR
Monday-Wednesday in
the week following
the originally
scheduled broadcast
date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Thursday – Friday for
time sensitive
commercials (e.g.,
retail sales
(including airlines),
seasonal copy, movie
or other openings or
TV or other media
“tune-in” (including
newspapers),
lotteries and
sweepstakes) that
Network has provided
CBS with reasonable
advance notice of
pursuant to Section
I(d)

	 	Reasonable best
efforts Monday-Friday
within the same week
as the originally
scheduled broadcast
date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Saturday-Sunday

	 	Monday-Sunday in the
week following the
originally scheduled
broadcast date
	 	Same daypart as the
originally scheduled
broadcast date





 


2









 




*       or at such other time as Network and Station may mutually agree (with the above Make Good Window
and Make Good Time collectively referred to as the “Make Good Period”). News Reports, Commercials
and Spot Announcements (as defined in Section II below) aired during the Make Good Period in
accordance with this section shall be deemed to have run during the relevant Commercial Schedule,
with no resulting adverse financial impact on Station or Broadcaster’s clearance percentages and no
other financial penalty to Station or Broadcaster as a result thereof.



(ii) Sports Related Preemptions. If Station preempts Commercials for a Sports
Related Preemption, Station shall not be required to provide a Make Good, except if a Make Good
requirement is set forth in Exhibit 1 to this Agreement. To the extent that Station is not
required to provide a Make Good for a Sports Related Preemption, failure to provide such Make Good
shall result in a pro-rata reduction in the Monthly Payment set forth in Section 7(a) of the
Station Metro Affiliation Agreement for any Commercials that are not made good but shall have no
other adverse financial impact on Station or Broadcaster’s clearance percentages and no other
financial penalty to Station or Broadcaster as a result thereof. To the extent that Station is
required to provide a Make Good for Sports Related Preemptions as indicated in Exhibit 1 to this
Agreement, then News Reports, Commercials and Spot Announcements (as defined in Section II
below) aired during the Make Good Period shall be deemed to have run during the relevant Commercial
Schedule, with no resulting adverse financial impact on Station or Broadcaster’s clearance
percentages and no other financial penalty to Station or Broadcaster as a result thereof.



e. Sponsorship Identifications. Station shall have the right to add a sponsorship
identification to Commercials if Station determines such identification is required to comply with
applicable FCC requirements (including but not limited to 47 CFR § 73.1212); provided however that
Station agrees that Commercials with obvious sponsorship identification (as contemplated by FCC
requirements) will not require disclosure beyond the sponsorship identification already contained
in the commercial copy. If Station determines such identification is required, it shall
immediately notify Network of such determination and give Network the opportunity to correct such
identification issue, in which event Network may provide replacement Commercials.




II. BROADCAST OF SPOT ANNOUNCEMENTS.



In addition, Station agrees to furnish Network certain additional commercial time, if any, (“Spot
Announcements”) to the extent indicated on the first page of this Agreement, to broadcast thirty
(:30) or sixty (:60) second Spot Announcements, to be used at the discretion of Network, each week.
Such Spot Announcements shall broadcast as indicated on the first page of this Agreement. In
addition to the foregoing, Station may pre-empt Spot Announcements upon notice to Network in the
event that such time is sold commercially for cash or in the event that non-acceptance by Station
is due to the fact that the Spot Advertiser was a cash customer of Station in the preceding twelve
(12) months.




 


3









 




III. FAILURE TO BROADCAST/ FORCE MAJEURE.



Neither party will have any liability hereunder if performance by such party shall be prevented,
interfered with or omitted because of labor dispute, failure of facilities, act of God, government
or court action, terrorist act or any other similar or dissimilar cause beyond the control of the
party so failing to perform hereunder.



IV. NON-SHARING OF INFORMATION/CONFIDENTIALITY.



Station agrees that, except as set forth otherwise in this Agreement, no news information provided
to Station by Network will be made available or sold to any other person(s), entities, radio
station or broadcast licensee, without prior written consent of Network. The terms of this
Agreement are confidential and neither party shall disclose the contents herein to any third party
except as otherwise required by law. This confidentiality shall survive termination of this
Agreement.




V. AFFIDAVITS.



During the Term of this Agreement Station agrees to verify and report to Network all clearances of
News Reports, Commercials and Spot Announcements, if any, via affidavits (“Affidavits” ) using the
Westwood One Electronic Affidavit System or via the Internet on forms as provided therein and/or by
methods determined by Network, in its reasonable discretion, within two (2) business days of the
originally scheduled broadcast date for such News Reports, Commercials and Spot Announcements or
at such other time as Network and Station may mutually agree. The parties agree that the form of
Affidavit will accurately reflect the terms of this Agreement, including but not limited to
indication upon such Affidavit of Station’s right to provide Make Goods during the Make Good
Period. Upon receipt of an Affidavit from Station submitted in accordance with the terms hereof,
Network agrees to acknowledge receipt of such Affidavit within twenty-four (24) hours of receipt
and agrees to maintain a system by which Station-submitted Affidavits are retained for review and
verification purposes. In the event that Station does not submit Affidavits in a timely manner in
accordance with the terms of this Section VI, Network will provide Station with written notice of
such failure (“Late Affidavit Notice”). Station shall have thirty (30) days after receipt of such
Late Affidavit Notice in which to cure such failure (“Cure Period”); provided however that in the
event that Station fails to submit such Affidavits during the Cure Period, then such failure shall
result in a reduction in the Monthly Payment set forth in Section 7(a) of the Station Metro
Affiliation Agreement for any such Affidavits not submitted during the Cure Period.




VI. EQUIPMENT RESPONSIBILITY



Network shall supply such equipment in accordance with Prevailing Industry Standards as necessary
to produce the News Reports, including as indicated on the first page of this Agreement
(“Equipment”), at no additional cost to Station, except as set forth otherwise herein. Network
shall maintain, replace and update such Equipment in accordance with Prevailing Industry Standards.
All equipment supplied by Network to Station shall remain the property of Network. Station is solely responsible for the expense and maintenance of
all telephone lines for voice transmission and equipment for receipt of the News Reports. Station
will not, without authorization of Network, affix any foreign equipment or service to any hardware
Network may supply.



 


4









 








VII. ASSIGNMENT



This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Subject to Section 8 of the Station Metro Affiliation
Agreement and Section 26 of the Master Agreement, dated of even date herewith, between Westwood and
Broadcaster (“Master Agreement”), neither Broadcaster nor Network may assign its rights or
obligations hereunder without the prior written consent of the other party hereto; provided
that (i) subject to Section 26 of the Master Agreement, Network may assign all or any of its rights
and related obligations hereunder to any of its controlled affiliates, or a third party who
acquires more than 50% of the equity or voting interests of Network, all or substantially all of
the assets of Network or all or substantially all of the assets comprising any significant business
unit or division of Network, in each case, in a single transaction or series of related
transactions, without the prior consent of Broadcaster; provided that (x) in the case of
any assignment in connection with the sale of all or substantially all of the assets comprising any
significant business unit or division of Network, such assignment shall be limited to those rights
and related obligations that are related to such business unit or division, (y) in connection with
any permitted assignment under this clause (i), the assignee shall assume all of the obligations
relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve
Network from any of its obligations or liabilities under this Agreement; (ii) Broadcaster may
assign, without the prior consent of Network, all or any of its rights or obligations hereunder to
(x) any of its affiliates and (y) any third party who acquires any Broadcaster Station, to the
extent the assigned rights are related to the Broadcaster Stations acquired thereby;
provided that no assignment under this clause (ii) shall relieve Broadcaster from any of
its obligations or liabilities hereunder; and (iii) in respect of any assignment of Broadcaster’s
rights and related obligations hereunder to any third party who is not an affiliate of Broadcaster,
Network’s prior written consent shall not be unreasonably withheld. Any purported assignment or
transfer in violation of the provisions of this Section VII is null and void and of no force or
effect. For the avoidance of doubt, (i) Network agrees that that a sale of Broadcaster as an
entity, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise,
shall not constitute an assignment for purposes of this Agreement or otherwise require the consent
of Network and (ii) Broadcaster agrees that, subject to Section 26 of the Master Agreement, a sale
of Network as an entity, whether directly or indirectly and whether by merger, asset sale, stock
sale or otherwise shall not constitute an assignment for purposes of this Agreement or otherwise
require the consent of Broadcaster. In addition, Broadcaster acknowledges that the Network may
engage third parties to manage the distribution of the Programs, or act as an agent of the Network
relating to the distribution or production of Programs for the Network or sale of any commercial
inventory associated with the Programs, in each case, not from any broadcast facilities leased by,
or leased from, Broadcaster (other than independent contractors who shall be permitted access to
such broadcast facilities consistent with past practice), and
Broadcaster agrees that it shall remain, and any third party engaged by it
shall be, subject to all of the applicable
terms and conditions of this Agreement and the Amended and Restated News Programming Agreement,
dated of even date herewith, between Broadcaster and Westwood (“Amended News Agreement”). Upon the
transfer or assignment of the Station pursuant to Section 8 of the Station Metro Affiliation
Agreement, the terms of such Section 8 and Section VIII(b)(vi) of this Agreement shall be of no
further force or effect and shall not apply to the Buyer of the Station or to any subsequent
Buyers.


 


5









 






VIII. TERM; TERMINATION.



a. Term. Subject to clause (ii) of the last sentence of Section 8(a) of the Station Metro
Affiliation Agreement, the term of this Agreement shall commence on the [Effective Date of the
Master Agreement (“Commencement Date”)] and shall continue through and including March 31, 2017,
unless earlier terminated as provided herein or in the Station Metro Affiliation Agreement (the
“Term”).




b. Termination. This Agreement may be terminated:




(i) by mutual written consent of Broadcaster and Network;



(ii) by Broadcaster if Network fails to pay an undisputed amount owed to Broadcaster under
this Agreement following 30 days written notice;



(iii) by Broadcaster if Network fails to pay an amount owed to Broadcaster that was previously
disputed but has since been determined by arbitration pursuant to Section XXI or mutual agreement
of the parties to be owed to Broadcaster under this Agreement, within 15 days of such arbitration
award or following 15 days written notice of such mutual agreement;



(iv) by Broadcaster following 30 days written notice if (x) three (3) or more disputed
payments are submitted to arbitration under Section XXI during the Term of this Agreement (y) such
disputed payments are not deposited with a third party escrow agent reasonably acceptable to
Broadcaster and Network within five (5) business days of submission to arbitration and (z) the
arbitrator(s) finds in each case that the amount claimed by Broadcaster to be properly payable by
Network to Broadcaster under this Agreement is in fact properly payable to Broadcaster under this
Agreement;



(v) by either party hereto if (x) it notifies the other party in writing that such other
party is in material breach of one or more of its material covenants (other than payment covenants)
under this Agreement and such breach is not cured within 30 days of receipt of such written notice,
(y) it submits to arbitration under Section XXI such breach or breaches and requests termination as
a remedy, and (z) the arbitrator(s) determines (A) that the breaching party has in fact materially
breached one or more material covenants (other than payment covenants) under this Agreement, (B)
that such breach or breaches have not been cured and have caused significant harm to the
non-breaching party, and (C) that termination of this Agreement is an appropriate remedy (after
considering other appropriate remedies short of termination);


 


6









 





(vi) automatically in the event of a termination of the Master Agreement and the parties’
rights and obligations shall be governed by the terms of Section 27 of the Master Agreement;



(vii) by Network effective immediately by giving Station notice of termination if Station has
delivered to Network intentionally or repeatedly false, inaccurate or incomplete Affidavits
concerning the broadcast of the News Reports, Commercials and Spot Announcements; provided however
in the event that Network determines that Station has submitted intentionally or repeatedly false,
inaccurate or incomplete Affidavits, Network will provide notice to Broadcaster and Station
(through a designated official at each) of such failure or problem. Network further agrees that
Station shall have thirty (30) days notice and opportunity to cure in the event that such delivery
of false, inaccurate or incomplete Affidavits was due to circumstances not approved or condoned by
a management level Station official; provided, however, that such opportunity to cure in this
instance shall be available to Station on three (3) occasions only during the Term of this
Agreement.



(viii) By Broadcaster pursuant to clause (i) of the last sentence of Section 8(a) of the
Station Metro Affiliation Agreement.



IX. INDEMNITY



a. From and after the Commencement Date, Broadcaster shall indemnify, defend and hold Network, its
affiliates and their respective officers, directors, employees and representatives, and the
predecessors, successors and assigns of any of them harmless, from and against any and all actions,
claims, damages and liabilities (and all actions in respect thereof and any legal or other expenses
in giving testimony or furnishing documents in response to a subpoena or otherwise and whether or
not a party thereto), whether or not arising out of third party claims, including reasonable legal
fees and expenses in connection with, and other costs of, investigating, preparing or defending any
such action or claim, whether or not in connection with litigation in which such person is a party,
and as and when incurred (collectively, “Losses”), caused by, relating to, based upon or arising
out of (directly or indirectly) (i) any breach of, or inaccuracy in, any representation or warranty
of Broadcaster or Station in this Agreement or any certificate or other document delivered pursuant
hereto in connection herewith, or (ii) any breach of any covenant or agreement made by Broadcaster
or Station in this Agreement.



b. From and after the Commencement Date, Network shall indemnify, defend and hold Broadcaster,
Station, their affiliates and their respective officers, directors, employees and representatives,
and the predecessors, successors and assigns of any of them harmless, from and against any Losses,
caused by, relating to, based upon or arising out of (directly or indirectly) (i) any breach of, or
inaccuracy in, any representation or warranty of Network in this Agreement or any certificate or
other document delivered pursuant hereto in connection herewith, (ii) any breach of any covenant or
agreement made by Network in this Agreement, or (iii) any claim that the News Reports
or Commercials, or the Broadcaster or Station’s use thereof in accordance with the terms and
conditions hereunder, violates or infringes the rights of any third party.




 


7









 







c. In the event of a claim for breach of the representations and warranties contained in this
Agreement or for failure to fulfill a covenant or agreement, the party asserting such breach or
failure shall provide a written notice to the other party which shall state specifically the
representation, warranty, covenant or agreement with respect to which the claim is made, the facts
giving rise to an alleged basis for the claim and the amount of liability asserted against the
other party by reason of the claim. If any suit, action, proceeding or investigation shall be
commenced or any claim or demand shall be asserted by any third party (a “Third Party Claim”) in
respect of which indemnification may be sought by any party or parties from any other party or
parties under the provisions of this Section IX, the party or parties seeking indemnification
(collectively, the “Indemnitee”) shall promptly provide written notice to the party or parties from
which indemnification is sought (collectively, the “Indemnitor”); provided,
however, that any failure by an Indemnitee to so notify an Indemnitor will not relieve the
Indemnitor from its obligations hereunder, except to the extent that such failure shall have
materially prejudiced the defense of such Third Party Claim. The Indemnitor shall have the right
to control (except where an insurance carrier has the right to control or where an insurance policy
or applicable law prohibits the Indemnitor from taking control of) the defense of any Third Party
Claim; provided, however, that the Indemnitee may participate in any such
proceeding with counsel of its choice and at its own expense unless there exists a conflict between
the Indemnitor and the Indemnitee as to their respective legal defenses, in which case the fees and
expenses of any such counsel shall be reimbursed by the Indemnitor. Except as otherwise set forth
herein, the Indemnitee shall have the right to participate in (but not control) the defense of any
Third Party Claim and to retain its own counsel in connection therewith, but the fees and expenses
of any such counsel for the Indemnitee shall be borne by the Indemnitee. The Indemnitor shall not,
without the prior written consent of the Indemnitee, effect any settlement of any pending or
threatened proceeding in respect of which such Indemnitee is, or with reasonable foresee ability
could have been, a party and indemnity could have been sought to be collected from the Indemnitor,
unless such settlement includes an unconditional release of such Indemnitee from all liability
arising out of such proceeding (provided, however, that, whether or not such a
release is required to be obtained, the Indemnitor shall remain liable to such Indemnitee in
accordance with this Section IX in the event that a Third Party Claim is subsequently brought
against or sought to be collected from such Indemnitee). The Indemnitor shall be liable for all
Losses arising out of any settlement of any Third Party Claim; provided, however,
that the Indemnitor shall not be liable for any settlement of any Third Party Claim brought against
or sought to be collected from an Indemnitee, the settlement of which is effected by such
Indemnitee without such Indemnitor’s written consent, but if settled with such Indemnitor’s written
consent, or if there is a final judgment for the plaintiff in any such Third Party Claim, such
Indemnitor shall (to the extent stated above) indemnify the Indemnitee from and against any Losses
in connection with such Third Party Claim. The indemnification required by this Section IX shall
be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Losses are incurred.



d. Neither party shall be liable to the other party for any special, indirect, consequential, or
exemplary damages, and any loss of business or profits, whether or not foreseeable, arising out of
or in connection with this Agreement (other then in connection with Third Party Claims). The obligations of each party under this Section shall continue
notwithstanding any termination of this Agreement and such indemnification shall survive
termination of this Agreement.


 


8









 






X. GOVERNING LAW; VENUE



This Agreement shall be governed by and construed in accordance with the laws of the state of New
York, its rules of conflict of laws notwithstanding. Each party hereby irrevocably consents to the
service of any and all process in any such suit, action or proceeding by registered or certified
mail addressed and sent to the chief executive officer of such party at such party’s address as
noted on the front page of this Agreement.




XI. NOTICES.



Except as set forth otherwise herein, all notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered personally or by
facsimile transmission (with receipt acknowledged) or mailed (registered or certified mail, return
receipt requested) to the parties at the addresses or facsimile numbers on the first page of this
Agreement with courtesy copies as follows:



If to Network:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attention: Brian J. McCarthy, Esq.

Telecopy: (213) 687-5600



If to Station:

CBS Law Department

51 West 52nd Street

New York, NY 10019

Attention: General Counsel

Telecopy: (212) 975-4215



All such notices, requests and other communications will (i) if delivered personally to the address
as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be deemed given upon confirmation
of transmission, and (iii) if delivered by mail in the manner described above to the address as
provided in this Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a copy of such
notice, request or other communication is to be delivered pursuant to this Section). Any party
from time to time may change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other parties hereto.




 


9









 







XII. WAIVER.



Any term or condition of this Agreement may be waived at any time by the party that is entitled to
the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument
duly executed by or on behalf of the party waiving such term or condition. No waiver by any party
of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this Agreement on any future
occasion. No failure or delay on the part of party in exercising any right or power under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. All
remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not
alternative.




XIII. AMENDMENT.



This Agreement may be amended, supplemented or modified only by a written instrument duly executed
by or on behalf of each party hereto.




XIV. NO THIRD-PARTY BENEFICIARY.



The terms and provisions of this Agreement are intended solely for the benefit of each party hereto
and their respective successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person.




XV. HEADINGS.



The headings used in this Agreement have been inserted for convenience of reference only and do not
define or limit the provisions hereof.




XVI. INVALID PROVISIONS.



If any provision of this Agreement is held to be illegal, invalid or unenforceable under any
present or future law, and if the rights or obligations of any party hereto under this Agreement
will not be materially and adversely affected thereby, (i) such provision will be fully severable,
(ii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible.




 


10









 







XVII. COUNTERPARTS.




This Agreement may be executed in any number of counterparts and by facsimile signature, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument.



XVIII. ENTIRE AGREEMENT.




Except as set forth otherwise herein, this Agreement contains the entire understanding between
Network and Station with respect to its subject matter and constitutes the sole relationship
between Network and Station for such subject matter, supersedes all previous agreements or
understandings (including but not limited to any and all Metro News Network Affiliation Agreement,
with the exception of the indemnification provision(s) of such agreements, which shall survive in
accordance with their terms) between them with respect thereto and shall not be modified except by
a signed writing.



XIX. AUTHORITY.




The individual executing this Agreement hereby warrants and represents that he/she is legally
authorized to execute agreements on behalf of either Network or Station as the case may be and
does so intending to be bound legally.



XX. COMMUNICATIONS ACT OF 1934.




Network agrees to disclose to Station any and all information that it has or that has been
disclosed to it as to any money, service or other valuable consideration which any person has been
paid or accepted, or has agreed to pay or accept for the inclusion of any matter as a part of the
report other than sponsorships\commercial mentions\spots. The term “service or other valuable
consideration” as used in this paragraph shall not include any service or property furnished
without charge or at a nominal charge for use on, or in connection with, the reports unless it is
so furnished in consideration for an identification in the material provided by Network of any
person, product, service, trademark or brand name beyond an identification that is reasonably
related to the use of such service or property in such material. With respect to any material for
which an announcement is required, Station may, at its option, cancel the broadcast of such
material.



XXI. ARBITRATION.




Any dispute, controversy or claim arising out of or relating to this Agreement or the breach,
termination or validity thereof (“Dispute”), shall on the demand of any party be finally and
exclusively resolved by arbitration in accordance with the then-prevailing JAMS Comprehensive
Arbitration Rules and Procedures as modified herein (the “Rules”); provided,
however, that any party hereto shall have the right to seek injunctive relief against the
other party hereto in the courts of New York, New York, prior to the resolution of any Dispute by
arbitration in accordance with this Section XXI. There shall be three neutral arbitrators of whom
each party shall select one. The claimant shall select its arbitrator in its demand for
arbitration and the respondent shall select its arbitrator within 30 days after receipt of the
demand for arbitration. The two arbitrators so


 


11









 





appointed shall select a third arbitrator to serve as chairperson within fourteen days of the
designation of the second of the two arbitrators. If any arbitrator is not timely appointed, at
the request of any party such arbitrator shall be appointed by JAMS pursuant to the listing,
striking and ranking procedure in the Rules. The place of arbitration shall be New York, New York.
The arbitral tribunal shall be required to follow the law of the State of New York. The arbitral
tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby
irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any
Dispute. Any arbitration proceedings, decision or award rendered hereunder and the validity,
effect and interpretation of this arbitration provision shall be governed by the Federal
Arbitration Act, 9 U.S.C. §1 et seq. The award shall be final and binding upon the parties and
shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims,
issues or accounting presented to the arbitral tribunal. Judgment upon any award may be entered in
any court having jurisdiction.




 


12









 







EXHIBIT 1




PLAY-BY-PLAY SPORTS/NASCAR RELATED PREMPTION RIGHTS
AND MAKE GOOD OBLIGATIONS




See Attached.



[Intentionally
omitted.]



 


 









 





EXHIBIT 6




FORM OF METRO SOURCE AGREEMENT





 


 









 









	2800 Post Oak Blvd., Suite 4000 Agreement No.:
Houston, TX 77056-6199
Phone: 713-407-6000
Fax: 713-407-6348
	METRO SOURCESM AFFILIATE AGREEMENT FOR CBS RADIO STATION
	Station: [Metro Affiliate Exhibit 1; Column B] Start Date: [Effective Date of Master Agreement]
	Frequency: [Metro Affiliate Exhibit 1; Column C] Term: [Effective Date of Master Agreement — March 31, 2017]
	Station Market: [Metro Affiliate Exhibit 1; Column A] Network Contact:
	Address: Phone Number:
	City: State: Zip Code: Fax Number:
	Station Contact: E-Mail:
	Phone Number:
	Fax Number:
	E-Mail:
	METRO SOURCESM PRODUCT(S) Installation Charges: None
	Basic Metro Source or Basic Metro Source            Target Installation Date:
Internet
No. of work stations            Installation Address:
	Supplemental Services (list)
	Equipment Security Deposit $
None
	DAILY NUMBER OF SPONSORSHIPS (MON-FRI) Special Instructions Comments:
5 a.m. — 10 a.m. [Metro Aff. Ex. 2; Col. G]
	10 a.m.  — 3 p.m. [Metro Aff. Ex. 2; Col. H]
	3 p.m.  — 8 p.m. [Metro Aff. Ex. 2; Col. I]
	8 p.m.  — 5 a.m. [Metro Aff. Ex. 2; Col. J]
	Total per week: [Metro Aff. Ex. 2; Col. K]
	FEE
Radio Station shall pay Metro $ None
	net per month in advance.



 


 









 






Metro Source Affiliation Agreement

With CBS Station(s)

CONDITIONS OF AGREEMENT




Station (as defined on the first page of this Agreement), which is owned and operated by CBS
Radio Inc. (“Broadcaster”) and Metro Networks Communications, Limited Partnership (“Network”), an
affiliate of Westwood One, Inc. (“Westwood”) hereby agrees to the following terms and conditions.



I. GRANT OF LICENSE FOR PRODUCT AND SOFTWARE



a. Metro Source Service. Metro grants to Station a non-exclusive license to use the basic
Metro Source service and the supplemental services (collectively, the “Product(s)”) set forth on
the first page of this Agreement on the terms set forth herein as part of their broadcasts for
Station. Network agrees to provide Station with Products that are professional and of
broadcast-quality in accordance with prevailing industry standards (“Prevailing Industry
Standards”). Station agrees to broadcast on it analog and HD1 facilities commercials and
sponsorships for Network advertisers as indicated on the first page of this Agreement, including
opening commercial mentions (“Commercial Mention”) which shall air within :15 seconds of the
beginning or end of a news, sports or weather report and a :10 second commercial announcement
(“Commercial Announcement,” and collectively with Commercial Mentions, the “Commercials”), which
shall air immediately prior to, within, or immediately after the actual report. Station shall not
use or permit the use of the Product(s) in any way that compromises the integrity thereof or which
intentionally infringes any copyrights or proprietary interests. Station agrees to hold for
release/embargo to the public any Product as Metro shall reasonably request and shall include in
its broadcast copyright and credit lines designated by Metro at least 24 hours in advance of such
broadcast. The Product(s) shall be used only by Station on the terminal, software or other
equipment provided by Metro in accordance with the terms of this Agreement. Station agrees, that
except as set forth otherwise in this Agreement, the Master Agreement or the Station Metro
Affiliation Agreement, no external distribution of the Products is allowed. Station may maintain
up to 365 days of historical information from the Products from Metro, or such lesser time period
as instructed by Metro in Metro’s reasonable discretion. Station shall not, except as set forth in
this Agreement, permit the Product(s) to be used on any other station or by any other party.



b. Internet Streaming. The parties agree that for the purposes of this Agreement, the term
“broadcast” includes transmission of the Products and Commercials over Station’s licensed analog or
digital facilities, and simulcast of the Products and Commercials by Station via live internet
streaming (“Internet Streaming”) on Station’s website (“Station Website”), free of charge for the
personal, non-commercial use of visitors to the Station Website. If, during the Term of this
Agreement, Network enters into a material agreement with any radio station in Station’s market for
provision of the Products on terms that allow such third party to exploit the Products by a means
other than as set forth in the preceding sentence (e.g., through podcasting, messaging) with
payment of no or nominal additional consideration (a “More Favorable Agreement”), then Network
shall promptly notify Broadcaster in writing of the execution of such More Favorable Agreement,
detailing the consideration and/or terms and conditions contained therein and Station shall have
the option to then exploit the Products on the same terms and conditions and consideration, if any,
of the More Favorable Agreement throughout the earlier of:


(i) the term of the More Favorable Agreement or (ii) the remainder of the Term. For the avoidance
of doubt, the parties agree that Network’s Metro Web News agreements shall not be deemed to be More
Favorable Agreements.




 


 









 






c. Metro Source Software. Metro grants to Station a non-exclusive license to use the Metro
Source software program(s) (“Metro Source Software”) on personal computers as supplied by Metro in
accordance with the terms set forth herein. Station acknowledges that the program files and data
files provided to Station hereunder are copyrighted by and remain the sole and exclusive property
of Metro. No part of the Metro Source Software or accompanying materials may be reproduced,
distributed, transmitted, modified, transcribed, stored in a retrieval system or translated into
any language, computer language, in any form, or reverse assembled, by any means without the
express prior written consent of Metro. Station may not make or authorize copies or derivative
works of the Metro Source Software or accompanying manuals or transfer the Metro Source Software or
manuals to or enter into a sub-licensing agreement with any other party. Station acknowledges that
its license to use the Metro Source Software as set forth herein expires upon the termination of
this Agreement. Upon such termination, Station shall immediately return all copies of the Metro
Source Software and related documents and destroy any electronically stored copies. Any
information transmitted by Metro to Station shall remain the property of Metro and may not be
retained in any form by Station.



d. Changes to Commercials; Preemption. Network may from time to time change the
Commercials to be broadcast by Station so long as such modification does not increase the number or
placement of such Commercials; provided however that with any changes made with respect to
Network’s transmission of Commercials, Network shall notify Station’s traffic department by email
of any changes in Commercials at least twenty-four (24) hours before such changes become effective.
Station shall have the right to preempt any Commercials upon advance written notice to Network
(which in the case of this Section I(d), the parties agree that electronic mail to individual(s)
designated by Network shall suffice for purposes of notice under this Agreement) and solely as
follows: (i) in Station’s opinion, the Commercials violate any of Station’s written “standards and
practices” (to the extent such have been provided by Station to Network in advance and provided
such are applied to Network advertisers in the same manner that they are applied to Station’s cash
advertisers), technical quality standards or any applicable law, statutes, ordinances or regulation
(“Content Related Preemption”); or (ii) if such Traffic Reports or Commercials are broadcast during
any play-by-play sports programming or NASCAR programming (“Sports Related Preemption”).



e. Make Goods.




(i) Content Related Preemption. If Station preempts Commercials for a Content Related
Preemption, Station may nevertheless receive credit for broadcasting same by providing a make good
(which in the case of a Commercial preempted by Station for the reasons set forth in Section
I(d)(i) above shall be a substitute Commercial which shall be provided by Network within two
business day’s notice from Station that the original Commercial was not acceptable or Station shall
be relieved of any make good obligation) (“Make Good”) for such Commercials as follows:


 


2









 








	 	 	 	 	 
	Originally Scheduled Broadcast	 	 	 	 
	Date	 	Make Good Window*	 	Make Good Time*
	Monday – Wednesday

	 	Monday- Friday within
the same week as the
originally scheduled
broadcast date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Thursday- Friday

	 	Monday-Friday within
the same week as the
originally scheduled
broadcast date OR
Monday-Wednesday in
the week following
the originally
scheduled broadcast
date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Thursday – Friday for
time sensitive
commercials (e.g.,
retail sales
(including airlines),
seasonal copy, movie
or other openings or
TV or other media
“tune-in” (including
newspapers),
lotteries and
sweepstakes) that
Network has provided
CBS with reasonable
advance notice of
pursuant to Section
I(d)

	 	Reasonable best
efforts Monday-Friday
within the same week
as the originally
scheduled broadcast
date
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Saturday-Sunday

	 	Monday-Sunday in the
week following the
originally scheduled
broadcast date
	 	Same daypart as the
originally scheduled
broadcast date





**     or at such other time as Network and Station may mutually agree (with the above Make Good Window
and Make Good Time collectively referred to as the “Make Good Period”). Commercials aired during
the Make Good Period in accordance with this section shall be deemed to have run during the
relevant Commercial Schedule, with no resulting adverse financial impact on Station or
Broadcaster’s clearance percentages and no other financial penalty to Station or Broadcaster as a
result thereof.




(ii) Sports Related Preemptions. If Station preempts Commercials for a Sports
Related Preemption, Station shall not be required to provide a Make Good, except if a Make Good
requirement is set forth in Exhibit 1 to this Agreement. To the extent that Station is not
required to provide a Make Good for a Sports Related Preemption, failure to provide such Make Good
shall result in a pro-rata reduction in the Monthly Payment set forth in Section 7(a) of the
Station Metro Affiliation Agreement for any Commercials that are not made good, but shall have no
other adverse financial impact on Station or Broadcaster’s clearance percentages and no other
financial penalty to Station or Broadcaster as a result thereof. To the extent that Station is
required to provide a Make Good for Sports Related Preemptions as indicated in Exhibit 1 to this
Agreement, then Commercials and Spot Announcements (as defined in Section II below) aired during
the Make Good Period shall be deemed to have run during the relevant Commercial Schedule, with no
resulting adverse financial impact on Station or Broadcaster’s clearance percentages and no other
financial penalty to Station or Broadcaster as a result thereof.


f. Sponsorship Identifications. Station shall have the right to add a sponsorship
identification to Commercials if Station determines such identification is required to comply with
applicable FCC requirements (including but not limited to 47 CFR § 73.1212); provided however that
Station agrees that Commercials with obvious sponsorship identification (as contemplated by FCC
requirements) will not require disclosure beyond the sponsorship identification already contained
in the commercial copy. If Station determines such identification is required, it shall
immediately notify Network of such determination and give Network the opportunity to correct such
identification issue, in which event Network may provide replacement Commercials.




 


3









 







II. FAILURE TO BROADCAST/ FORCE MAJEURE.



Neither party will have any liability hereunder if performance by such party shall be prevented,
interfered with or omitted because of labor dispute, failure of facilities, act of God, government
or court action, terrorist act, or any other similar or dissimilar cause beyond the control of the
party so failing to perform hereunder.




III. NON-SHARING OF INFORMATION/CONFIDENTIALITY.



Station agrees that, except as set forth otherwise in this Agreement, no Products, Metro Source
Software, or information provided to Station by Network will be made available or sold to any other
person(s), entities, radio station or broadcast licensee, without prior written consent of Network.
The terms of this Agreement are confidential and neither party shall disclose the contents herein
to any third party except as otherwise required by law. This confidentiality shall survive
termination of this Agreement.




IV. AFFIDAVITS.



During the Term of this Agreement Station agrees to verify and report to Network all clearances of
Products, Commercials and Spot Announcements, if any, via affidavits (“Affidavits”) using the
Westwood One Electronic Affidavit System or via the Internet on forms as provided therein and/or by
methods determined by Network, in its reasonable discretion, within two (2) business days of the
originally scheduled broadcast date for such Products, Commercials and Spot Announcements or at
such other time as Network and Station may mutually agree. The parties agree that the form of
Affidavit will accurately reflect the terms of this Agreement, including but not limited to
indication upon such Affidavit of Station’s right to provide Make Goods during the Make Good
Period. Upon receipt of an Affidavit from Station submitted in accordance with the terms hereof,
Network agrees to acknowledge receipt of such Affidavit within twenty-four (24) hours of receipt
and agrees to maintain a system by which Station-submitted Affidavits are retained for review and
verification purposes. In the event that Station does not submit Affidavits in a timely manner in
accordance with the terms of this Section IV, Network will provide Station with written notice of
such failure (“Late Affidavit Notice”). Station shall have thirty (30) days after receipt of such
Late Affidavit Notice in which to cure such failure (“Cure Period”); provided however that in the
event that Station fails to submit such Affidavits during the Cure Period, then such failure shall
result in a reduction in the Monthly Payment set forth in Section 7(a) of the Station Metro
Affiliation Agreement for any such Affidavits not submitted during the Cure Period.




V. EQUIPMENT RESPONSIBILITY



Metro shall supply all equipment necessary to run the Products and the Metro Source Software in
accordance with Prevailing Industry Standards (“Equipment”) at no additional cost to Station.
Metro shall maintain, replace and update such Equipment in accordance with Prevailing Industry
Standards. All Equipment supplied by Metro to Station shall remain the property of Metro.
Station will not, without prior authorization from Metro, affix any foreign equipment or attempt to
service the hardware or use any other software on the Equipment other than software supplied by
Metro. Station shall use good faith efforts to protect any Metro Equipment which may be in its
possession. At the termination of this Agreement if requested by Network, Station, at





 


4









 






Station’s cost and expense, shall return such Equipment, in as good condition as when received,
ordinary wear excepted, to Network at the notice address listed on the first page of this
Agreement. Failure by Station to comply with this Section shall result in the forfeiture of the
deposit, if any, and/or entitle Network to charge Station the cost of repair or replacement of the
Network Equipment. Station shall insure all Network Equipment in its possession for its full
replacement value. Such Insurance shall be primary and noncontributory with any insurance Network
may have. Station shall be responsible, at its sole cost and expense, for the preparation of its
site for the Equipment installation prior to the scheduled installation date. Satellite
preparation shall include, but not be limited to: (1) obtaining roof rights for satellite dish and
access and a clear unobstructed view to the south; (2) rack space for Equipment (25 inches); (3)
RG-6 cable pulled from the roof to the rack space; (4) 16 cinder blocks on site; (5) dedicated
phone line and jack located at receiver rack site; and (6) any protection building may require on
roof. Station shall further prepare its site for computer installation and other internet
Equipment which shall include, but not limited to: (1) clear space for the computer server and
monitor near the rack space where the satellite receiver will be located; (2) clear space for all
computer and monitors where each work station is to be located; (3) 110v power available near the
server and each work station; and (4) “category 5 ethernet cable” run from the server to each work
station location. Should Station fail to adequately prepare the site, Network will arrange for
such preparation on Station’s behalf and Station shall reimburse Network for all such reasonable
preparation costs. Upon reasonable notice and request from Station, Network shall install,
relocate, and/or re-install the Equipment at existing or relocated premises at Station’s location,
and Station shall pay Network the full reasonable costs of such work, including, but not limited
to, any charge from third parties incurred by Network. Station shall have the option of performing
such relocation of service itself, provided reasonable written advance notification is provided to
Network.




VI. ASSIGNMENT



This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Subject to Section 8 of the Station Metro Affiliation
Agreement and Section 26 of the 26 of the Master Agreement, dated of even date herewith, between
Westwood and Broadcaster (“Master Agreement”), neither Broadcaster nor Network may assign its
rights or obligations hereunder without the prior written consent of the other party hereto;
provided that (i) subject to Section 26 of the Master Agreement, Network may assign all or
any of its rights and related obligations hereunder to any of its controlled affiliates, or a third
party who acquires more than 50% of the equity or voting interests of Network, all or substantially
all of the assets of Network or all or substantially all of the assets comprising any significant
business unit or division of Network, in each case, in a single transaction or series of related
transactions, without the prior consent of Broadcaster; provided that (x) in the case of
any assignment in connection with the sale of all or substantially all of the assets comprising any
significant business unit or division of Network, such assignment shall be limited to those rights
and related obligations that are related to such business unit or division, (y) in connection with
any permitted assignment under this clause (i), the assignee shall assume all of the obligations
relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve
Network from any of its obligations or liabilities under this Agreement; (ii) Broadcaster may
assign, without the prior consent of Network, all or any of its rights or obligations hereunder to
(x) any of its affiliates and (y) any third party who acquires any Broadcaster Station, to the
extent





 


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the assigned rights are related to the Broadcaster Stations acquired thereby; provided that
no assignment under this clause (ii) shall relieve Broadcaster from any of its obligations or
liabilities hereunder; and (iii) in respect of any assignment of Broadcaster’s rights and related
obligations hereunder to any third party who is not an affiliate of Broadcaster, Network’s prior
written consent shall not be unreasonably withheld. Any purported assignment or transfer in
violation of the provisions of this Section VI is null and void and of no force or effect. For the
avoidance of doubt, (i) Network agrees that that a sale of Broadcaster as an entity, whether
directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not
constitute an assignment for purposes of this Agreement or otherwise require the consent of Network
and (ii) Broadcaster agrees that, subject to Section 26 of the Master Agreement, a sale of Network
as an entity, whether directly or indirectly and whether by merger, asset sale, stock sale or
otherwise shall not constitute an assignment for purposes of this Agreement or otherwise require
the consent of Broadcaster. In addition, Broadcaster acknowledges that the Network may engage
third parties to manage the distribution of the Programs, or act as an agent of the Network
relating to the distribution or production of Programs for the Network or sale of any commercial
inventory associated with the Programs, in each case, not from any broadcast facilities leased by,
or leased from, Broadcaster (other than independent contractors who shall be permitted access to
such broadcast facilities consistent with past practice), and Broadcaster agrees that it shall
remain, and any third party engaged by it shall be, subject to all of the applicable terms and
conditions of this Agreement and the Amended and Restated News Programming Agreement, dated of even
date herewith, between Broadcaster and Westwood (“Amended News Agreement”). Furthermore, Owner
acknowledges that the foregoing shall not constitute an assignment hereunder. Upon the transfer or
assignment of the Station pursuant to Section 8 of the Station Metro Affiliation Agreement, the
terms of such Section 8 and Section VII (b)(vi) of this Agreement shall be of no further force or
effect and shall not apply to the Buyer of the Station or to any subsequent Buyers.




VII. TERM; TERMINATION.



a. Term. Subject to clause (ii) of the last sentence of Section 8(a) of the Station Metro
Affiliation Agreement, the term of this Agreement shall commence on the Effective Date of the
Master Agreement (“Commencement Date”) and shall continue through and including March 31, 2017,
unless earlier terminated as provided herein or in the Station Metro Affiliation Agreement (the
“Term”).



b. Termination. This Agreement may be terminated:





(i) by mutual written consent of Broadcaster and Network;



(ii) by Broadcaster if Network fails to pay an undisputed amount owed to Broadcaster under
this Agreement following 30 days written notice;



(iii) by Broadcaster if Network fails to pay an amount owed to Broadcaster that was previously
disputed but has since been determined by arbitration pursuant to Section XX or mutual agreement of
the parties to be owed to Broadcaster under this Agreement, within 15 days of such arbitration
award or following 15 days written notice of such mutual agreement;


 


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(iv) by Broadcaster following 30 days written notice if (x) three (3) or more disputed
payments are submitted to arbitration under Section XX during the Term of this Agreement, (y) such
disputed payments are not deposited with a third party escrow agent reasonably acceptable to
Broadcaster and Network within five (5) business days following submission to arbitration and (z)
the arbitrator(s) finds in each case that the amount claimed by Broadcaster to be properly payable
by Network to Broadcaster under this Agreement is in fact properly payable to Broadcaster under
this Agreement;



(v) by either party hereto if (x) it notifies the other party in writing that such other
party is in material breach of one or more of its material covenants (other than payment covenants)
under this Agreement and such breach is not cured within 30 days of receipt of such written notice,
(y) it submits to arbitration under Section XX such breach or breaches and requests termination as
a remedy, and (z) the arbitrator(s) determines (A) that the breaching party has in fact materially
breached one or more material covenants (other than payment covenants) under this Agreement, (B)
that such breach or breaches have not been cured and have caused significant harm to the
non-breaching party, and (C) that termination of this Agreement is an appropriate remedy (after
considering other appropriate remedies short of termination);



(vi) automatically in the event of a termination of the Master Agreement and the parties’
rights and obligations shall be governed by the terms of Section 27 of the Master Agreement;



(vii) by Network effective immediately by giving Station notice of termination if Station has
delivered to Network intentionally or repeatedly false, inaccurate or incomplete Affidavits
concerning the broadcast of the Products, Commercials and Spot Announcements; provided however in
the event that Network determines that Station has submitted intentionally or repeatedly false,
inaccurate or incomplete Affidavits, Network will provide notice to Broadcaster and Station
(through a designated official at each) of such failure or problem. Network further agrees that
Station shall have thirty (30) days notice and opportunity to cure in the event that such delivery
of false, inaccurate or incomplete Affidavits was due to circumstances not approved or condoned by
a management level Station official; provided, however, that such opportunity to cure in this
instance shall be available to Station on three (3) occasions only during the Term of this
Agreement.



(viii) By Broadcaster pursuant to clause (i) of the last sentence of Section 8(a) of the
Station Metro Networks Affiliation Agreement.



VIII. INDEMNITY



a. From and after the Commencement Date, Broadcaster shall indemnify, defend and hold Network, its
affiliates and their respective officers, directors, employees and representatives, and the
successors and assigns of any of them harmless, from and against any and all actions, claims,
damages and liabilities (and all actions in respect thereof and any legal or other expenses in
giving testimony or furnishing documents in response to a subpoena or otherwise and whether or not
a party thereto), whether or not arising out of third party claims, including reasonable legal fees
and expenses in connection with, and other costs of, investigating, preparing or defending any such
action or claim, whether or not in connection with litigation in which such person is a party, and
as and when incurred (collectively, “Losses”), caused by,
relating to, based upon or arising out of (directly or indirectly) (i) any breach of, or inaccuracy in, any representation or
warranty of Broadcaster or Station in this Agreement or any certificate or other document delivered
pursuant hereto in connection herewith, or (ii) any breach of any covenant or agreement made by
Broadcaster or Station in this Agreement.




 


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b. From and after the Commencement Date, Network shall indemnify, defend and hold Broadcaster,
Station, their affiliates and their respective officers, directors, employees and representatives,
and the successors and assigns of any of them harmless, from and against any Losses, caused by,
relating to, based upon or arising out of (directly or indirectly) (i) any breach of, or inaccuracy
in, any representation or warranty of Network in this Agreement or any certificate or other
document delivered pursuant hereto in connection herewith, (ii) any breach of any covenant or
agreement made by Network in this Agreement, or (iii) any claim that the Products,
Metro Source Software or Commercials, or the Broadcaster or Station’s use thereof in accordance
with the terms and conditions hereunder, violates or infringes the rights of any third party.



c. In the event of a claim for breach of the representations and warranties contained in this
Agreement or for failure to fulfill a covenant or agreement, the party asserting such breach or
failure shall provide a written notice to the other party which shall state specifically the
representation, warranty, covenant or agreement with respect to which the claim is made, the facts
giving rise to an alleged basis for the claim and the amount of liability asserted against the
other party by reason of the claim. If any suit, action, proceeding or investigation shall be
commenced or any claim or demand shall be asserted by any third party (a “Third Party Claim”) in
respect of which indemnification may be sought by any party or parties from any other party or
parties under the provisions of this Section VIII, the party or parties seeking indemnification
(collectively, the “Indemnitee”) shall promptly provide written notice to the party or parties from
which indemnification is sought (collectively, the “Indemnitor”); provided,
however, that any failure by an Indemnitee to so notify an Indemnitor will not relieve the
Indemnitor from its obligations hereunder, except to the extent that such failure shall have
materially prejudiced the defense of such Third Party Claim. The Indemnitor shall have the right
to control (except where an insurance carrier has the right to control or where an insurance policy
or applicable law prohibits the Indemnitor from taking control of) the defense of any Third Party
Claim; provided, however, that the Indemnitee may participate in any such
proceeding with counsel of its choice and at its own expense unless there exists a conflict between
the Indemnitor and the Indemnitee as to their respective legal defenses, in which case the fees and
expenses of any such counsel shall be reimbursed by the Indemnitor. Except as otherwise set forth
herein, the Indemnitee shall have the right to participate in (but not control) the defense of any
Third Party Claim and to retain its own counsel in connection therewith, but the fees and expenses
of any such counsel for the Indemnitee shall be borne by the Indemnitee. The Indemnitor shall not,
without the prior written consent of the Indemnitee, effect any settlement of any pending or
threatened proceeding in respect of which such Indemnitee is, or with reasonable foresee ability
could have been, a party and indemnity could have been sought to be collected from the Indemnitor,
unless such settlement includes an unconditional release of such Indemnitee from all liability
arising out of such proceeding (provided, however, that, whether or not such a
release is required to be obtained, the Indemnitor shall remain liable to such Indemnitee in
accordance with this Section VIII in the event that a Third Party Claim is subsequently brought
against or sought to be collected from such Indemnitee). The Indemnitor shall be liable for all
Losses arising out of any




 


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settlement of any Third Party Claim; provided, however, that the Indemnitor shall
not be liable for any settlement of any Third Party Claim brought against or sought to be collected
from an Indemnitee, the settlement of which is effected by such Indemnitee without such
Indemnitor’s written consent, but if settled with such Indemnitor’s written consent, or if there is
a final judgment for the plaintiff in any such Third Party Claim, such Indemnitor shall (to the
extent stated above) indemnify the Indemnitee from and against any Losses in connection with such
Third Party Claim. The indemnification required by this Section VIII shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills
are received or Losses are incurred.



d. Neither party shall be liable to the other party for any special, indirect, consequential, or
exemplary damages, and any loss of business or profits, whether or not foreseeable, arising out of
or in connection with this Agreement (other then in connection with Third Party Claims) . The
obligations of each party under this Section shall continue notwithstanding any termination of this
Agreement and such indemnification shall survive termination of this Agreement.




IX. GOVERNING LAW; VENUE



This Agreement shall be governed by and construed in accordance with the laws of the state of New
York, its rules of conflict of laws notwithstanding. Each party hereby irrevocably consents to the
service of any and all process in any such suit, action or proceeding by registered or certified
mail addressed and sent to the chief executive officer of such party at such party’s address as
noted on the front page of this Agreement.




X. NOTICES.



Except as set forth otherwise herein, all notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered personally or by
facsimile transmission (with receipt acknowledged) or mailed (registered or certified mail, return
receipt requested) to the parties at the addresses or facsimile numbers on the first page of this
Agreement. All such notices, requests and other communications will (i) if delivered personally to
the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by
facsimile transmission to the facsimile number as provided in this Section, be deemed given upon
confirmation of transmission, and (iii) if delivered by mail in the manner described above to the
address as provided in this Section, be deemed given upon receipt (in each case regardless of
whether such notice, request or other communication is received by any other person to whom a copy
of such notice, request or other communication is to be delivered pursuant to this Section). Any
party from time to time may change its address, facsimile number or other information for the
purpose of notices to that party by giving notice specifying such change to the other parties
hereto.




XI. WAIVER.



Any term or condition of this Agreement may be waived at any time by the party that is entitled to
the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument
duly executed by or on behalf of the party waiving such term or condition. No waiver by any party
of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of
this Agreement on any future occasion. No failure or delay on the part of party in exercising any right
or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. All remedies, either under this Agreement or by law or otherwise afforded, will be
cumulative and not alternative.





 


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XII. AMENDMENT.



This Agreement may be amended, supplemented or modified only by a written instrument duly executed
by or on behalf of each party hereto.




XIII. NO THIRD-PARTY BENEFICIARY.



The terms and provisions of this Agreement are intended solely for the benefit of each party hereto
and their respective successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person.




XIV. HEADINGS.



The headings used in this Agreement have been inserted for convenience of reference only and do not
define or limit the provisions hereof.




XV. INVALID PROVISIONS.



If any provision of this Agreement is held to be illegal, invalid or unenforceable under any
present or future law, and if the rights or obligations of any party hereto under this Agreement
will not be materially and adversely affected thereby, (i) such provision will be fully severable,
(ii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible.




XVI. COUNTERPARTS.



This Agreement may be executed in any number of counterparts and by facsimile signature, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument.




XVII. ENTIRE AGREEMENT.



Except as set forth otherwise herein, this Agreement contains the entire understanding between
Network and Station with respect to its subject matter and constitutes the sole relationship
between Network and Station for such subject matter, supersedes all previous agreements or
understandings (including but not limited to any and all Metro Source Affiliation Agreement, with
the exception of the indemnification provision(s) of such agreements, which shall survive in
accordance with their terms) between them with respect thereto and shall not be modified except by
a signed writing.




 


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XVIII. AUTHORITY.



The individual executing this Agreement hereby warrants and represents that he/she is legally
authorized to execute agreements on behalf of either Network or Station as the case may be and
does so intending to be bound legally.




XIX. COMMUNICATIONS ACT OF 1934.



Network agrees to disclose to Station any and all information that it has or that has been
disclosed to it as to any money, service or other valuable consideration which any person has been
paid or accepted, or has agreed to pay or accept for the inclusion of any matter as a part of the
report other than sponsorships\commercial mentions\spots. The term “service or other valuable
consideration” as used in this paragraph shall not include any service or property furnished
without charge or at a nominal charge for use on, or in connection with, the reports unless it is
so furnished in consideration for an identification in the material provided by Network of any
person, product, service, trademark or brand name beyond an identification that is reasonably
related to the use of such service or property in such material. With respect to any material for
which an announcement is required, Station may, at its option, cancel the broadcast of such
material.




XX. ARBITRATION.



Any dispute, controversy or claim arising out of or relating to this Agreement or the breach,
termination or validity thereof (“Dispute”), shall on the demand of any party be finally and
exclusively resolved by arbitration in accordance with the then-prevailing JAMS Comprehensive
Arbitration Rules and Procedures as modified herein (the “Rules”); provided,
however, that any party hereto shall have the right to seek injunctive relief against the
other party hereto in the courts of New York, New York, prior to the resolution of any Dispute by
arbitration in accordance with this Section XX. There shall be three neutral arbitrators of whom
each party shall select one. The claimant shall select its arbitrator in its demand for
arbitration and the respondent shall select its arbitrator within 30 days after receipt of the
demand for arbitration. The two arbitrators so appointed shall select a third arbitrator to serve
as chairperson within fourteen days of the designation of the second of the two arbitrators. If
any arbitrator is not timely appointed, at the request of any party such arbitrator shall be
appointed by JAMS pursuant to the listing, striking and ranking procedure in the Rules. The place
of arbitration shall be New York, New York. The arbitral tribunal shall be required to follow the
law of the State of New York. The arbitral tribunal is not empowered to award damages in excess of
compensatory damages, and each party hereby irrevocably waives any right to recover punitive,
exemplary or similar damages with respect to any Dispute. Any arbitration proceedings, decision or
award rendered hereunder and the validity, effect and interpretation of this arbitration provision
shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The award shall be final and
binding upon the parties and shall be the sole and exclusive remedy between the parties regarding
any claims, counterclaims, issues or accounting presented to the arbitral tribunal. Judgment upon
any award may be entered in any court having jurisdiction.



 


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EXHIBIT 1




PLAY-BY-PLAY SPORTS/NASCAR PREEMPTION RIGHTS AND MAKE GOOD OBLIGATIONS




See Attached.




[Intentionally
omitted.]