Exhibit 10.2
 Execution Copy




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Agreement Company Purchaser
   
 Definitions Section 1.1
 $
 Affiliate
 Aggregate Purchase Price Consideration plus
 Aggregate Tranche 1 Purchase Price Section 2.1(a)
 Aggregate Tranche 2 Purchase Price less
 assets property
 Board
 Business Day
 Closing
 Closing Date
 Commission
 Common Shares
  1




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Common Shares Aggregate Purchase Price Section 2.1(a)
 Common Stock
 Company
 Consent
 contract or agreement
 control controlled by under common control with
 Debt Restructuring Agreements
 Encumbrance
 Fair Market Value
  2




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First Closing Section 2.1(a)
 First Closing Date
 GAAP
 Governmental Authority
 Gores
 Gores Matters Section 6.16
 Gores Subordination Agreement
 HSR Act
 Indemnified Party Section 4.5(a)
 Investor Rights Agreement
 Laws
 liability
 Losses
 Material Adverse Effect
  3




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Material Provisions Section 6.6
 Net Cash Proceeds
 Noteholders
 Order
 ordinary course of business
 Permits
 Person
 PR Section 6.16
 Primary Exchange
 Proceeding
 Purchaser
 Qualified Equity Interests
 Registration Rights Agreement
 Related Person
  4




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Required Holders
 Second Closing Section 2.1(b)
 Second Closing Date
 Second Amendment Exhibit A
 Securities Act
 Securities Purchase Agreement Schedule A
 Subsidiary
 Taxes
 Trading Day
 Trading Market
 Tranche 1 Common Shares Section 2.1(a)
 Tranche 2 Common Shares Section 2.1(b)
 Tranche 2 Notice
  5




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Tranche 2 Per Share Purchase Price Section 2.1(b)
 Transaction Documents
 Transactions
 U.S.
 WON Matters Section 6.16
 
 Closing
 Tranche 1 Common Shares Aggregate Tranche 1 Purchase Price
 Tranche 2
Common Shares Tranche 2 Per Share Purchase Price
 provided Article V
    6




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Closing Deliveries
    Exhibit
B
 Section 5.1
  
 Representations and Warranties of the Company
 Organization and Qualification
 Authorization; Enforcement
  7




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No Conflicts
 Filings, Consents and Approvals
 Issuance of the Common Shares
 Representations and Warranties of the Purchaser
 Organization; Authority
 Investment Intent
  8




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Purchaser Status
 General Solicitation
 Reliance on Exemptions
 Ability to Protect Its Own Investment and Bear Economic Risks
 Ability to Consummate Transactions
 
 Transfer Restrictions
   Integration
 Reservation of Common Shares
  Investigation
  9




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Indemnification
 Indemnified Parties Section 4.5(a)
 provided
  Section 4.5 provided Section 4.5(a) Section 4.5
  10




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Approvals; Taking of Actions
 
 Conditions Precedent to the Obligations of the Purchaser
 Representations and Warranties
 Performance Section 2.2
  11




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Required Approvals
 Amendment
 Debt Restructuring
 Conditions Precedent to the Obligations of the Company
 Representations and Warranties
 Performance Section 2.2
 No Injunction
 
 Survival Sections 3.1(a) 3.1(b) 3.1(e) bona fide
 Fees and Expenses
   12




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Section 6.2
 Entire Agreement
 Further Assurances
 Notices Section 6.5 Section 6.5
 If to the Company:
    
    Westwood One, Inc.1166 Avenue of the Americas10th FloorNew York, New York  10036Attn: General CounselPhone: (212) 641-2000Fax: (212) 641-2198Email: dhillman@westwoodone.comWith a copy to (which shall not constitute notice):
    
    With a copy to:Skadden, Arps, Slate, Meagher & Flom LLP300 South Grand AvenueSuite 3400Los Angeles, California 90071Attn: Brian J. McCarthyPhone: (213) 687-5000Fax: (213) 687-5600Email: brian.mccarthy@skadden.comIf to the Purchaser:
    
    To the addresses set forth under the Purchasers name on the signature page attached hereto.
  13




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Section
6.5
 Amendments; Waivers Section 2.1 Material Provisions
 Construction
 Successors and Assigns provided
 No Third-Party Beneficiaries Section 4.5 Section 4.5
  14




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Governing Law; Venue; Waiver of Jury Trial All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal Laws of the State of New York. Each party
agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
Transactions (whether brought against a party hereto or its respective Affiliates, directors,
officers, stockholders, employees or agents) shall be commenced exclusively in the state and U.S.
federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the state and U.S. federal courts sitting in
the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any Transaction or discussed herein (including with respect to the
enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by Law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable Law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or any of the Transaction Documents or the
Transactions. If either party shall commence a proceeding to enforce any provisions of this
Agreement or any Transaction Document, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its reasonable attorneys fees and other reasonable costs and
expenses incurred with the investigation, preparation and prosecution of such proceeding .
 Execution
 Severability
 Rescission and Withdrawal Right
 Replacement of Common Shares
  15




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Remedies
 Conflict of Interest PR Gores Matters WON Matters
 
  16




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WESTWOOD ONE, INC.By:
    /s/ Roderick M. Sherwood, IIIName:
    Roderick M. Sherwood, IIITitle:
    President and CFO




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GORES RADIO HOLDINGS, LLCBy:
    
    The Gores Group, LLC, its Managing MemberBy:
    
    /s/ Steven G. Eisner

Name: Steven G. EisnerTitle:   Vice PresidentAddress for Notice:GORES RADIO HOLDINGS, LLC10877 Wilshire Boulevard18th FloorLos Angeles, California 90024Attn: General CounselPhone: (310) 209-3010Fax: (310) 209 3310With a copy to (which shall not constitute notice):
    
    With a copy to (which shall not constitute notice):GORES RADIO HOLDINGS, LLC
    
    PROSKAUER ROSE LLP10877 Wilshire Boulevard
    
    2049 Century Park East18th Floor
    
    32nd FloorLos Angeles, California 90024
    
    Los Angeles, California 90067Attn: Ian Weingarten
    
    Attn: Michael A. Woronoff, Esq.Phone: (310) 209-3010
    
    Phone: (310) 557-2900Fax: (310) 209 3310
    
    Fax: (310) 557-2193