Filed by Bowne Pure Compliance



 




Exhibit
10.8







WESTWOOD ONE

AFFILIATION AGREEMENT FOR CBS RADIO STATION(S)




This Westwood One Affiliation
Agreement, dated February 29, 2008 (the “WWO Affiliation Agreement” or
the “Agreement”), is between Westwood One, Inc. on its behalf and on
behalf of its affiliate, Westwood One Radio Networks, Inc. (collectively, “Network”)
and CBS Radio Inc. (“Broadcaster”), the owner and operator of radio
station [Exhibit 1, Column A] (“Station”), on its
behalf and on behalf of such Station.



I. NETWORK PROGRAM AND COMMERCIALS





	A.	 	Network will transmit to Station by method reasonably determined by Network, and Station will
broadcast on its analog and HD1 facilities, the Commercial Schedules in accordance with the
terms of this Agreement, the commercials (“Commercials”) listed in the commercial schedules
(“Commercial Schedules”) to be delivered by Network to Broadcaster. Station shall broadcast
such Commercials in fair and equal rotation within the dayparts as indicated on the Commercial
Schedules. Network may from time to time change the Commercials to be broadcast by Station by
modifying the Commercial Schedules so long as such modification does not increase the number
or placement of such Commercials. Broadcaster is required to monitor Network’s transmission
of Commercials in order to receive Network’s changes to the Commercials and to be advised of
changes in the Commercial Schedules; provided however that Network shall, simultaneously with
any changes made with respect to Networks’ transmission of Commercials, also notify Station by
email of any changes in Commercial Schedules at least twenty-four (24) hours before such
changes become effective. Station may designate a person to receive such email notices.






	B.	 	Network will transmit to Station the Programs listed in Exhibit 3 attached hereto (the
“Programs”). Station understands and agrees that, except as set forth otherwise on Exhibit 3,
the Programs are distributed as a non-exclusive product and shall be distributed by Network as
a professional, broadcast-quality program in accordance with prevailing industry standards
(“Prevailing Industry Standards”). Station has the right to broadcast any newscast, as well
as actualities and special long form coverage, as may be made available by Network in the
Programs provided to Station pursuant to Exhibit 3. Notwithstanding the foregoing, to the
extent a Broadcaster radio station in Station’s market is an affiliate of CBS Radio News,
Station may broadcast the CBS Radio News Program (including CBS Radio News Top-of-the-Hour
Newscasts, notwithstanding any exclusivity provision) in accordance with the terms and
conditions of this Agreement. Moreover, to the extent that Station or any Broadcaster radio
station is an affiliate of CBS Radio News, such station shall have exclusivity in such market
with respect to the CBS Radio News Top of the Hour Newscast or substantially similar future
newscast of CBS Radio News as against any station in such market not owned by Broadcaster.
Station has the discretion as to what Network Programs to broadcast and has no obligation to
carry such Programs, subject to the rights of Network in this Section and except as indicated
in Exhibit 3. In the event Network ceases to distribute CBS Radio News, Network will provide Station with
comparable substitute programming as determined by Network at its reasonable discretion. In
the event Network ceases to distribute any Program (other than the CBS Radio News), Network
will provide Station with comparable substitute programming as determined by mutual agreement
of Station and Network or, at Station’s option, CBS Radio News radio programming so long as
Network still has the rights to distribute CBS Radio News (which the parties agree shall be
deemed comparable substitute programming).




 


 









 








	C.	 	Station may preempt 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) for any reason, provided, such occurs on an occasional, non-regular basis
only; (ii) in Station’s opinion any Commercial violates 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 (with subsections (i) and (ii) referred to as “Content
Related Preemption”); or (iii) if such Commercials are broadcast during any play-by-play
sports programming or NASCAR programming (“Sports Related Preemption”).
	 
	D.	 	Make Goods.
	 
	 	 	1. Content Related Preemption. If Station preempts Commercials for a Content
Related Preemption, in order to receive credit for broadcasting such Commercials Station
may provide a make good (which in the case of a Commercial preempted by Station for the
reasons set forth in Section I(C)(ii) above shall be a substitute Commercial which shall be
provided by Network within two (2) business days notice from Station that the original
Commercial was not acceptable or Station shall be relieved of any make good obligation and
shall not be deemed to have failed to broadcast any such Commercials) (“Make Good”) for such
Commercials as follows:





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

	 	On a weekday
(Monday-Friday)
within the earlier of
the originally
scheduled flight for
such Commercial or
the seven (7) day
period after the
originally scheduled
broadcast date for
such Commercial
	 	Same or better
daypart as the
originally scheduled
broadcast date
	Saturday – Sunday

	 	On any day (Monday –
Sunday) within the
earlier of the
originally scheduled
flight for such
Commercial or the
seven (7) day period
after the originally
scheduled broadcast
date for such
Commercial
	 	Same or better
daypart as the
originally scheduled
broadcast date






 


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*       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 consistent with the relevant Commercial Schedule, with no resulting adverse financial
impact on the Station or Broadcaster’s clearance percentages and no other financial penalty
to Station or Broadcaster.




2. Sports Related Preemptions. If Station preempts Commercials for a Sports Related
Preemption, Station agrees to provide a Make Good as follows:



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

	 	On a weekday Monday-
Friday within 21 days
from originally
scheduled broadcast
date
	 	6AM to 12 midnight
	Saturday-Sunday

	 	On any day Monday-Sunday
within 21 days from
originally scheduled
broadcast date
	 	6AM to 12 midnight







*       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 “Sports Preemption Make Good
Period”). If a Commercial provided by Network must be broadcast by Station within a flight
that is shorter than the aforementioned twenty-one (21) day Make Good Window (“Time
Sensitive Commercial”), then if Station preempts such Time Sensitive Commercial due to a
Sports Related Preemption, in order to receive credit for broadcasting such Commercials
Station may either (i) provide a Make Good for such Time Sensitive Commercial within flight
during the Make Good Time; or (ii) provide a Make Good for such Time Sensitive Commercial by
(x) switching the Time Sensitive Commercial for a non-Time Sensitive Commercial on the
Station, such Make Good to be broadcast within flight and during the Make Good Time and (y)
to the extent the non-Time Sensitive Commercial was provided by Network, make good such
non-Time Sensitive Commercial within twenty-one (21) days of such of such commercial’s
original broadcast date; or (iii) provide a Make Good for such Time Sensitive Commercial by
(x) switching the Time Sensitive Commercial for a non-Time Sensitive Commercial on another
CBS radio station in the same market so long as such other CBS Radio station has a
reasonably comparable audience (a “Comparable CBS Station”), such Time Sensitive Commercial
to be broadcast on the Comparable CBS Station within flight and during the Make Good Time
and (y) to the extent the non-Time Sensitive Commercial on the Comparable CBS Station was
provided by Network, make good such non-Time Sensitive Commercial on the Comparable CBS
Station within twenty-one (21) days of such commercial’s original broadcast date within the
Make Good Time. The foregoing make good time periods are referred to collectively herein as
the “Time Sensitive Sport Preemption Make Good Period”. The foregoing procedures relating
to Time Sensitive Commercials notwithstanding, if the number of Time Sensitive Commercials
provided by Network to a Station featuring sports programming substantially increases to
more than 30% of Network’s Commercials provided to Station for broadcast and to an extent
that Station can demonstrate a commercial hardship as a result thereof, then the parties
shall negotiate in good faith to address this issue in an attempt to reach agreement.
Commercials broadcast during the Sports Preemption Make Good Period or the Time Sensitive Sports Preemption Make Good Period shall be deemed to
have run consistent with the relevant Commercial Schedule, with no resulting adverse
financial impact on the Station or Broadcaster’s clearance percentage and no other financial
penalty to Station or Broadcaster as a result thereof.


 


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	E.	 	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.






	F.	 	The parties agree that for the purposes of this Agreement, the term “broadcast” includes
transmission of the Programs and Commercials over Station’s licensed analog or digital
facilities, and simulcast of the Programs 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, and with regard to live
Internet Streaming as stated above, solely to the extent that Network has the rights for such
transmission. Other than the consent of Network, Network talent, or any consents related to
the broadcast of Commercials, Broadcaster shall be responsible for all licenses, consents,
clearances, costs, fees and expenses, including public performance licenses and union fees, in
connection with Broadcaster’s Internet Streaming. With respect to such Internet Streaming,
Broadcaster shall (i) cover and preempt the Network Commercials contained in the Programs
and/or broadcast herein by Broadcaster; or (ii) at Network’s reasonable request, refrain from
covering and preempting the Network Commercials and reasonably cooperate with Network in the
event Network wishes to replace all Network Commercials intended for terrestrial radio
broadcast with Commercials cleared for use via the internet that contain meta-tag data
imbedded in such Commercials or through similar technology in accordance with Prevailing
Industry Standards (“Substitute Commercials”) including, without limitation, providing
reasonable technical assistance relating to and permitting the installation of any software
and/or other equipment at or related to any CBS station required for such replacement, subject
to compliance with CBS’ technical/IT policies and practices related to such matters. In the
event that Network requests Station to proceed in accordance with subsection I(F)(ii) above,
Network shall be responsible for all licenses, consents, clearances, costs, fees and expenses,
including public performance licenses and union fees, in connection with Broadcaster’s
Internet Streaming of Network Commercials and shall indemnify, defend and hold Broadcaster
and Station harmless from any and all claims that arise out of or result from Station’s
transmission of the Network Commercials or the Substitute Commercials via Internet Streaming.
If Station’s cooperation with Network or transmission of the Network Commercials or Substitute
Commercials via Internet Streaming causes interference with, or has a detrimental effect on,
Station’s ability to broadcast the Programming consistent with Prevailing Industry Standards,
then Station may in its sole discretion discontinue carriage of the Network Commercials or
Substitute Commercials via Internet Streaming. In addition, if Station’s transmission of the
Network




 


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	 	 	Commercials or Substitute Commercials via Internet Streaming results in any incremental
out-of pocket costs to Station (including but not limited to employee overtime pay, third
party technical assistance, incremental software or equipment charges), Network shall be
responsible for payment of all such costs upon receipt of an invoice with supporting
documentation. Finally, 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 Program
on terms that allow such third party to exploit the Programs 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 Station 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 Program on the same terms and conditions and consideration as the
More Favorable Agreement, if any, throughout the earlier of: (i) the term of the More
Favorable Agreement or (ii) the remainder of the Term of this Agreement.
	 
	G.	 	It is the essence of this Agreement:






	 	1.	 	That Programs and Commercials are furnished hereunder solely for broadcast on
Station and Station Website (commensurate with Section I(F)) as herein provided and for
no other use or purpose whatsoever, subject to Section I(F);
	 
	 	2.	 	That Broadcaster’s rights hereunder are only with respect to the Commercials
and Programs and Broadcaster shall not under any circumstance broadcast any other
program which may be transmitted by Network unless authorized to do so by Network
pursuant to a written agreement between the parties; and
	 
	 	3.	 	That Broadcaster will not, except as provided in this Agreement, make any
deletion, addition, or other modification to any Commercial delivered by Network
hereunder without Network’s prior written approval.





II. PROOF OF BROADCASTING





	A.	 	During the Term of this Agreement Station agrees to verify and report all clearances of
Commercials via affidavits (“Affidavits”) using the Network 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 the later of seven (7) business days after the close of the
standard broadcast week or seven (7) business days after the Make Good Period, Sports
Preemption Make Good Period or Time Sensitive Sports Preemption Make Good Period, if
applicable. 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,
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.




 


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	B.	 	In the event that Station does not submit Affidavits in a timely manner in accordance with
the
terms of this Section II, 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 an appropriate reduction in the monthly payment made by Network to Station
under this Agreement at the rates set forth in Section XI(c) hereof.





III. 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. 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 VII(A) herein, but in no event shall
the Term extend beyond March 31, 2017).
	 
	B.	 	For purposes of this Section IV, the following terms shall have the following meanings:






	 	1.	 	“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 between Broadcaster and Network (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.




 


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	 	2.	 	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 of Sold Station(s)	 	Market Size Where Broadcaster May	 
	(as determined by Arbitron)	 	Re-Distribute 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 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 X(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 materially
detrimental effect, and if not, to require a revised redistribution of Commercials.





V. LICENSES





	 	 	Network represents and warrants that all ideas, creations, materials and intellectual
properties provided to Station in the Programs 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 Programs or Commercials.




 


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VI. 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 IV 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 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 (as such term is defined in the Technical Services
Agreement, dated of even date herewith, between Broadcaster and Network), 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 Broadcaster and Network (“Amended News Agreement”).
Furthermore, Broadcaster acknowledges that the foregoing shall not constitute an assignment
hereunder. Upon the transfer or assignment of the Station pursuant to Section IV hereof,
the terms of Section IV, Section VII(B)(6), and Section XI(B)(ii) shall be of no further
force or effect and shall not apply to the Buyer of the Station or to any subsequent Buyers.




 


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VII. TERM, TERMINATION




	 	A.	 	Subject to clause (ii) of the last sentence of Section IV(A), the term of this
Agreement will commence on the Effective Date as defined in the Master Agreement
(“Commencement Date”) and will continue through and including March 31, 2017, unless
earlier terminated as provided herein (the “Term”).
	 
	 	B.	 	Termination: This Agreement may be terminated:






1. by mutual written consent of Broadcaster and Network;




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




3. 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
X(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;




4. by Broadcaster following 30 days written notice if (x) three (3) or more disputed
payments are submitted to arbitration under Section X(P) during the Term of this
Agreement, (y) and 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;




5. 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
X(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 related 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. 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;




 


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7. by Network, subject to Section VII(B)(7)(ii) below, effective immediately by
giving Broadcaster notice of termination if any one of the following occurs:




	 	(i)	 	Station fails to broadcast in accordance with
the terms of this Agreement at least 75% of the Commercials listed in
the Commercial Schedules (measured each calendar month) in three (3)
consecutive months or four (4) non-consecutive months in any twelve
(12)-month period; or
	 
	 	(ii)	 	Station has delivered to Network
intentionally or repeatedly false, inaccurate or incomplete Affidavits
concerning the broadcast of Commercials; provided however that
Network agrees that 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 circumstance.
Network further agrees that Station shall have thirty (30) days notice
and opportunity to cure such failure solely if such failure to
broadcast Commercials or 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.
	 
	 	(iii)	 	If Network terminates this Agreement pursuant to
Section VII(B)(i) or (ii) above,
Broadcaster recognizes that such failure will cause Network financial damage, the
precise amount of which may be difficult or impossible to determine. As agreed
liquidated damages for such failure to broadcast or to deliver accurate and complete
information (“Liquidated Damages”), Broadcaster will pay to Network an amount
determined as follows: (i) between the date of Network’s termination of this
Agreement and the earlier of two (2) years thereafter or March 31, 2017 (“Initial
Termination Period”), an amount equal to 1.25 times the Station’s average net cash
commercial rate (for the same daypart as each scheduled Commercial) based upon the
twelve (12)-month period prior to such termination for each Commercial scheduled for
broadcast by Station during the Initial Termination Period; and (ii) between the
first day after the end of the Initial Termination Period and the earlier of two (2)
years thereafter or March 31, 2017 (“Subsequent Termination Period”), an amount equal
to one (1) times the Station’s average net cash commercial rate (for the same daypart
as each scheduled Commercial) based upon the twelve (12)-month period prior to such
termination for each Commercial scheduled for broadcast by Station during the
Subsequent Termination Period. In the event that the Station is sold or transferred
pursuant to a Transaction as defined in Section IV(A) herein (but not as part of a
sale, or change of control transfer of all of Broadcaster radio stations) or in the
event of a Change of Control of Network as defined in Section 26 of the Master
Agreement, the Liquidated Damages that Buyer (in the event of a Transaction
involving Station) or Broadcaster (in the event of a Change of Control of Network)
will pay to Network during the Initial Termination Period shall be an amount equal
to 1.25 times the Station’s average net cash commercial rate (for the same daypart as
each scheduled Commercial) based upon the twelve (12)-month period prior to such
termination for each Commercial scheduled for broadcast by Station during the Initial
Termination Period.




 


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	 	8.	 	Broadcaster will have the right to terminate this Agreement pursuant to clause (i) of the
last sentence of Section IV(A) herein.
	 
	 	9.	 	Network will have the right to terminate this Agreement upon 90 days written
notice in the event that Station’s Base Audience Level declines 20% or more in
connection with the reset of Base Audience Level as a result of conversion to PPM
audience measurement in Station’s market.





VIII. COPYRIGHT, TRADEMARK AND SERVICE MARK LIMITATIONS




During the Term of this Agreement, in addition to such rights granted to Broadcaster under the
terms of the Amended and Restated Trademark License Agreement 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 the Schedules to the Amended and Restated Trademark License
Agreement shall be subject to the terms of the Amended and Restated Trademark License Agreement and
that the terms of this Agreement shall not apply to the matters described therein.



IX. 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.


 


11









 





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 Programs (other
than the Programming (as such term is defined in the Amended and Restated News Programming
Agreement between the Network and Broadcaster)) 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 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.



 


12










 




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 than 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.



X MISCELLANEOUS





	A.	 	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 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



If to Broadcaster or Station:

CBS Radio Inc.

1515 Broadway, 46th Floor

New York, NY 10036

Attention: President/CEO

Telecopy: (212) 846-3939





 


13









 





	 	 
	 	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/Michael Lubowitz
	 	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.






	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.




 


14









 





	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
X(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.






	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 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 between them (including but not limited to any and all other
“Westwood One Affiliation Agreement(s)” between the Network and Station, with the exception of
the indemnification provision of such agreements, which shall survive in accordance with their
terms) with respect thereto, and, except for changes and revisions by Network to Commercials
and Commercial Schedules specifically contemplated herein, shall not be modified except by a
signed writing.






 


15









 





	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 Commercials and Programs 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.






	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 X(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.




 


16









 




XI. COMPENSATION




	A.	 	The parties agree that for the purposes of this Agreement, the following terms shall have the
following meanings:






	 	(i)	 	“Base Audience Level”: Until the market in which Station is located has been
subjected to Portable People Meter (“PPM”) measurement for twelve consecutive months,
Base Audience Level shall mean Station audience level of
[Exhibit 1, Column H, I] DMA AQH Monday through Sunday 6AM-12 Midnight, as reported in the Arbitron Radio
Report for Fall 2006. Following twelve months of PPM measurement, Base Audience Level
shall be reset as of the first day of the month thereafter, to reflect the average of
the first twelve (12) monthly AQH Monday through Sunday 6AM-12 Midnight PPM reports for
such Station, and the Compensation Factor shall also be revised, such revision to be
derived by dividing this new Base Audience Level into the Station’s annual compensation
(assuming 100% clearance) at the time the Base Audience Level is reset. Exhibit 1,
Col. K and Exhibit 2 shall be modified to reflect the new Compensation Factor and
appropriate annual increases. In the event that during the Term hereof, Station
changes its programming format in a manner which changes its target demographic
audience and should consequently result in a change to Station’s Exhibit
1, Column I each party agrees to engage in good faith negotiations looking toward
revision of such Demo. An agreed upon change in Demo will result in
a reset of the Base Audience Level and Compensation Factor in the same fashion as
described above for PPM conversion. In the event that, upon a change in programming
format the parties are unable to agree upon an a change in Demo, then either party may
submit its proposal respecting a change in Demo to be resolved by an arbitrator
pursuant to Section X(P) hereof, in which case the arbitrator shall have the authority
to determine if a change in Demo is appropriate and if so, the appropriate Demo to be
utilized.
	 
	 	(ii)	 	“Commercial Minute” or “Minute” shall mean either two (2) thirty (:30) second
announcements, one (1) sixty (:60) second announcement or any combination of any number
of announcements of no less than five (:05) seconds in duration; provided, however,
that in no event shall Network be able to provide Station with more than two (2) units
(with “unit” defined as one :5, :10, :15, :30 or :60) of any length in a :60 second
period unless providing more than two (2) units per Commercial Minute shall become a
Prevailing Industry Standard among Radio Network Companies (as defined in the Master
Agreement) or a generally accepted practice of Broadcaster.
	 
	 	(iii)	 	“Fall” or “Spring” book: If the Station is located in a radio market that has
not yet converted to the Arbitron PPM method of audience measurement, such reference
shall mean the Fall and Spring Book as defined under the Arbitron Diary method of
audience
measurement. Once the Base Audience Level and Compensation Factor have been reset in
accordance with Section XI (A)(i), such reference to “Spring” book shall mean the
average of PPM months 4, 5 and 6 and such reference to “Fall” book shall mean the
average of PPM months 10, 11 and 12.




 


17









 





	B.	 	In consideration for broadcasting [Exhibit 1, Column B] commercial minutes per week of
Network’s Commercials in accordance with the Commercial Schedule provided to Station for each
broadcast week beginning on the date hereof, Network will compensate Broadcaster, at the
initial monthly rate of $[Exhibit 1, Column C], 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 for such
month in accordance with the terms of Section II of this Agreement 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 obligations to
submit their Affidavits under their Station Agreements (as defined herein) 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 in accordance with Section
II(A) of this Agreement 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 XI(B), 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 required by the Station Agreements, 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. The foregoing monthly compensation rate
is (i) based on Base Audience Level for the time period in question and (ii) calculated based
on an annual compensation rate which is the product of (a) [Exhibit 1, Column K]
(“Compensation Factor”) and (b) [Exhibit 1, Column H]/1000. ]




 


18









 





	C.	 	Subject to Schedule 7 of the Master Agreement (which shall not apply to any Buyer upon
the transfer or assignment of the Station pursuant to a Transaction as defined in Section
IV hereof), if Broadcaster fails to broadcast the agreed number of commercial minutes per
week as listed in the
Commercial Schedule, then deductions shall be made from the monthly payment at the rates
below:






	 	 	 	 	 
	Percentage of	 	 	 	 
	Commercial	 	 	 	 
	Minutes	 	 	 	 
	Broadcast by	 	Deduction per	 	Deduction per
	Station	 	:60	 	:30
	100% - 3 90%
	 	$[Ex. 1, Col. D	 	 $[Ex. 1, Col. E]
	<90% - 75%
	 	$[Ex. 1, Col. F]	 	$[Ex. 1, Col. G]
	<75%
	 	No payment	 	 No payment







	D.	 	Clearances at times other than indicated in the Commercial Schedules or during the Make Good
Period, the Sports Preemption Make Good Period or the Time Sensitive Sports Preemption Make
Good Period will be counted as missed commercials and will negatively affect Station’s
clearance rate indicated in Section XI(C) above. Broadcaster shall begin earning the
aforementioned compensation on the date hereof. The deduction amounts set forth in Section
XI(C) are subject to semi-annual adjustment upwards or downwards proportionate to the
semi-annual adjustment to monthly compensation payments set forth below in Section XI(E)
below.




 


19









 





	E.	 	Monthly compensation payments will be adjusted up or down to reflect changes in Station’s
audience delivery in the Adults DMA AQH Monday through Sunday 6AM-12 Midnight demographic as
reported in each Arbitron Radio Report for Station’s DMA which
is [Exhibit 1, Column J]; provided,
however, that following reset of the Base Audience Level to reflect PPM conversion,
compensation payments shall be adjusted up or down to reflect changes in PPM measured AQH.
Said adjustments will be effective beginning on April 1 for Fall Reports and October 1 for
Spring Reports, the first of which shall take effect April 1, 2008 including during the period
of PPM conversion described in Section XIA(i) hereof so long as results of diary measurement
for the entire DMA are available. This adjusted monthly compensation rate will be calculated
based on an adjusted annual compensation rate which is the product of (i) the applicable
Compensation Factor set forth on Exhibit 2 and (ii) the sum of (x) the Base Audience Level and
(y) the difference between (A) the most recent Spring or Fall audience delivery, as applicable,
and (B) the Base Audience Level plus 3% of such Base Audience Level in the case of an audience
increase from the Base Audience Level, or minus a 3% threshold in the case of an audience
decrease from the Base Audience Level (such Base Audience Level plus or minus a 3% threshold,
as applicable, the “Threshold”) (such sum, the “Adjusted Audience Delivery”), divided by 1000.
Notwithstanding the foregoing, if the Adjusted Audience Delivery is less than the Threshold in
the case of an audience increase or greater than the Threshold in the case of any audience
decrease, then the adjusted annual compensation rate shall be the product of (i) the applicable
Compensation Factor set forth on Exhibit 2 and (ii) the Base Audience Level, divided by 1000.
For example: (a) if the most recent Spring audience delivery is 20,000 and the Base Audience
Level is 22,000 then the Adjusted Audience Delivery for Spring is 20,660, and (b) if the
current Fall audience delivery is 24,000 and the Base Audience Level is 22,000, then the
Adjusted Audience Delivery for Fall is 23,340.






	 	 	 	 	 	 	 	 	 
	CBS RADIO INC:	 	 	 	WESTWOOD ONE, INC.:
	 
	 	 	 	 	 	 	 	 
	BY:
	 	/s/ Anton Guitano	 	 	 	BY:	 	/s/ David Hillman
	 
	 	 	 	 	 	 	 	 
	NAME:
	 	Anton Guitano	 	 	 	NAME:	 	David Hillman
	TITLE:
	 	Senior Executive Vice President of Finance and Operations and CFO	 	 	 	TITLE:	 	Chief Administrative Officer and General Counsel
	 
	 	 	 	 	 	 	 	 
	DATE:

	 	 	 	 	 	DATE:	 	 
	 

	 	 
	 	 	 	 	 	 





Signature Page to Westwood One Affiliation Agreement



 


 









 




EXHIBIT 1



See Attached.



The approach set forth below is to be followed with respect to every CBS Station receiving network
compensation:



Exhibits 1 and 2 reflect AQH and related network compensation payable by Network to the
Station based upon the Fall 2006 Arbitron Survey, which AQH and compensation amounts shall
initially be used by the parties in connection with this Agreement so long as the Commencement Date
under this Agreement is not later than April 1, 2008; in the event that the Commencement Date under
this Agreement is April 1, 2008 or thereafter, the parties agree that Exhibits 1 and 2 of this
Agreement shall instead be based upon the Fall 2007 Arbitron Survey; in the event that the
Commencement Date under this Agreement is October 1, 2008 or thereafter, the parties agree that
Exhibits 1 and 2 of this Agreement shall be based on the Spring 2008 Arbitron Survey. Until
Station is subject to PPM audience measurement for over twelve (12) months, the last issued
diary-based Arbitron Survey for the Station’s market shall be used to determine AQH for the
Station. Following 12 months of PPM measurement, AQH shall be governed by Sections XI(A)(i) and
(iii) of this Agreement.
 

Station shall receive compensation adjustments, effective October 1, 2007, based upon the Spring
2007 Arbitron Survey pursuant to, and if eligible for such adjustments, in accordance with its
existing network affiliation arrangements, which shall remain in effect until the Commencement Date
under this Agreement. If the Commencement Date does not occur until April 1, 2008 or thereafter,
or October 1, 2008 or thereafter, Station shall also receive compensation adjustments effective
April 1, 2008, based upon the Fall 2007 Arbitron Survey, or October 1, 2008, based upon the Spring
2008 Arbitron Survey, if eligible for such adjustments, in accordance with its existing network
affiliation arrangements. A Station which has converted to PPM measurement for less than twelve
(12) months shall receive compensation adjustments if eligible for such adjustments under existing
network affiliation arrangements so long as a diary-based Arbitron Survey for the entire DMA is
available for such Station.



 


 









 




EXHIBIT 2




See Attached.



The approach set forth below is to be followed with respect to every CBS Station receiving network
compensation:



Exhibits 1 and 2 reflect AQH and related network compensation payable by Network to the
Station based upon the Fall 2006 Arbitron Survey, which AQH and compensation amounts shall
initially be used by the parties in connection with this Agreement so long as the Commencement Date
under this Agreement is not later than April 1, 2008; in the event that the Commencement Date under
this Agreement is April 1, 2008 or thereafter, the parties agree that Exhibits 1 and 2 of this
Agreement shall instead be based upon the Fall 2007 Arbitron Survey; in the event that the
Commencement Date under this Agreement is October 1, 2008 or thereafter, the parties agree that
Exhibits 1 and 2 of this Agreement shall be based on the Spring 2008 Arbitron Survey. Until
Station is subject to PPM audience measurement for over twelve (12) months, the last issued
diary-based Arbitron Survey for the Station’s market shall be used to determine AQH for the
Station. Following 12 months of PPM measurement, AQH shall be governed by Sections XI(A)(i) and
(iii) of this Agreement.

 

Station shall receive compensation adjustments, effective October 1, 2007, based upon the Spring
2007 Arbitron Survey pursuant to, and if eligible for such adjustments, in accordance with its
existing network affiliation arrangements, which shall remain in effect until the Commencement Date
under this Agreement. If the Commencement Date does not occur until April 1, 2008 or thereafter,
or October 1, 2008 or thereafter, Station shall also receive compensation adjustments effective
April 1, 2008, based upon the Fall 2007 Arbitron Survey, or October 1, 2008, based upon the Spring
2008 Arbitron Survey, if eligible for such adjustments, in accordance with its existing network
affiliation arrangements. A Station which has converted to PPM measurement for less than twelve
(12) months shall receive compensation adjustments if eligible for such adjustments under existing
network affiliation arrangements so long as a diary-based Arbitron Survey for the entire DMA is
available for such Station.



 


 









 





EXHIBIT 3




PROGRAMS TO BE PROVIDED TO STATION BY NETWORK



See Attached.



[Intentionally
omitted.]