10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-14691

WESTWOOD ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	95-3980449 (I.R.S. Employer Identification No.)
40 West 57th Street New York, NY (Address of principal executive offices)	10019 (Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, par value $0.01 per share	None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of common stock held by non-affiliates of the registrant was approximately $107,300 based on the last reported sales price of the registrant’s common stock on June 30, 2008 and assuming solely for the purpose of this calculation that all directors and officers of the registrant are “affiliates.” The determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 28, 2009, 101,258,642 shares (excluding treasury shares) of common stock, par value $0.01 per share, were outstanding and 291,722 shares of Class B stock, par value $0.01 per share, were outstanding.

Documents Incorporated By Reference

Portions of the registrant’s definitive proxy statement for our 2009 annual meeting of shareholders (which will be filed with the Commission within 120 days of the registrant’s 2008 fiscal year end) are incorporated by reference in Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 1A. Risk Factors
	Item 1B. Unresolved Staff Comments
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Qualitative and Quantitative Disclosures about Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 9B. Other Information
PART III
	Item 10. Directors and Executive Officers and Corporate Governance
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions, and Director Independence
	Item 14. Principal Accountant Fees and Services
PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
		Report of Independent Registered Public Accounting Firm
		CONSOLIDATED BALANCE SHEET
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTE 1 — Summary of Significant Accounting Policies:
		Schedule II — Valuation and Qualifying Accounts
EXHIBIT INDEX
Exhibit 3.2
Exhibit 10.46
Exhibit 10.48
Exhibit 10.49
Exhibit 10.50
Exhibit 10.51
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I

Item 1. Business

In this report, “Westwood One,” “Company,” “registrant,” “we,” “us” and “our” refer to Westwood One, Inc.

General

We provide radio and television stations with programming information services and other content. We are one of the largest domestic outsourced providers of traffic reporting services and one of the nation’s largest radio networks, producing and distributing national news, sports, talk, music and special event programs, in addition to local news, sports, weather, video news and other information programming. We deliver content to over 5,000 radio and television stations in the U.S.

We derive substantially all of our revenue from the sale of :10 second, :15 second, :30 second and :60 second commercial airtime to advertisers. We obtain the commercial airtime we sell to advertisers from radio and television affiliates, or other distribution partners, in exchange for the programming, information services and other content that we provide to them. We often provide such affiliates with cash compensation to obtain additional commercial airtime in order to supplement the commercial airtime we receive from providing programming and information services to them. That commercial airtime is sold to local/regional advertisers (typically :10 second and :15 second commercial airtime) and to national advertisers (typically :30 or :60 second commercial airtime). By purchasing commercial airtime from us, advertisers are able to have their prerecorded and live commercial messages broadcast on radio and television stations and websites throughout the United States, reaching demographically defined listening audiences.

Our business is organized in two primary divisions: Metro/Traffic and Network. Our Metro/Traffic Division provides local traffic, news, sports and weather information reports to 2,300 radio and television affiliates in over 83 of the top 100 Metro Survey Area markets (referred to herein as “MSA markets”) in the United States. Our Network Division offers radio stations traditional news services, including CBS Radio news, CNN Radio news and NBC News Radio, in addition to weekday and weekend news, sports and entertainment features and programs. These programs include: major sporting events, including the National Football League, NCAA football and basketball games, the Masters and the Olympics, live personality talk shows, live concert broadcasts, countdown shows, music and interview programs and exclusive satellite simulcasts with cable networks.

We continue to develop alternative revenue streams generally by leveraging our existing resources and creating new distribution channels for our extensive content. For instance, we provide programming to satellite radio services and data for digital map and automotive navigation systems.

On October 2, 2007, we entered into a definitive agreement with CBS Radio documenting a long-term arrangement through March 31, 2017. The closing under such agreement occurred on March 3, 2008 and on such date, the Management Agreement and CBS Representation Agreement terminated. From 1994 to 2008, we were managed by CBS Radio Inc. (“CBS Radio”; previously known as Infinity Broadcasting Corporation (“Infinity”)), a wholly-owned subsidiary of CBS Corporation, pursuant to a management agreement between CBS Radio (then Infinity) and us which was scheduled to expire on March 31, 2009 (the “Management Agreement”). As part of the new arrangement, CBS Radio agreed to broadcast our commercial inventory for both the Network and Metro/Traffic divisions through March 31, 2017 in exchange for certain programming and/or cash compensation. In addition, certain existing agreements between CBS Radio and us, including the News Programming Agreement, the Technical Services Agreement and the Trademark License Agreement were amended and restated through March 31, 2017.

Industry Background

Radio Broadcasting

There are approximately 11,682 commercial radio stations in the United States.

A radio station selects a style of programming (“format”) to attract a target listening audience and thereby attracts advertisers that are targeting that audience demographic. There are many formats from which a station may select, including news, talk, sports and various types of music and entertainment programming.

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A radio station has two principal ways of effectively competing for revenue. First, it can differentiate itself in its local market by selecting and successfully executing a format targeted at a particular audience, thus enabling advertisers to place their commercial messages on stations aimed at audiences with certain demographic characteristics. A station can also broadcast special programming, syndicated shows, sporting events or national news products, such as those supplied by us, that are generally not available to its competitors within its format. National programming broadcast on a limited distribution basis can help differentiate a station within its market, and thereby enable a station to increase its audience and advertising revenue.

In addition to the traditional “terrestrial” radio stations, new technologies and services have entered the marketplace. Sirius XM Radio Inc. is a satellite-based broadcaster with programming very similar to traditional radio. Additionally, the radio industry has begun to roll out HD “High Definition” channels which effectively double the number of radio stations in the United States.

Radio Advertising

Radio advertising is a cost-effective form of advertising that can be purchased on a local, regional or national basis. Local and regional purchases allow an advertiser to choose a geographic market for the broadcast of commercial messages. Local and regional purchases are typically best suited for an advertiser whose business or ad campaign is in a specific geographic area. Advertising purchased from a national radio network allows an advertiser to target its commercial messages to a specific demographic of a national audience. In addition, an advertiser can choose to emphasize its message in a certain market or markets by supplementing a national purchase with local and/or regional purchases.

To plan its estimated network audience delivery and demographic composition, specific historical measurement information is available to advertisers from independent rating services such as Arbitron and their RADAR rating service. The rating service provides historical demographic information such as the age and gender composition of the listening audiences. Consequently, advertisers can predict that their advertisements are being heard by their target listening audience.

In addition to targeting and reaching defined audiences, our products provide creative marketing opportunities, including endorsements by trusted personalities, product integration, association with high quality and desirable blue chip programming and on-location sponsorship opportunities at cost effective rates.

Business Strategy/Services

Our business strategy is to provide our radio and television affiliates with programs and services that they may not be able to produce on their own on a cost effective basis. We offer local traffic, news, sports and weather information, as well as a wide selection of regularly scheduled and special event syndicated programming. The information and programs are produced by us and, therefore, our affiliates typically have virtually no production costs. In addition, our programs contain available commercial airtime that the affiliates may sell to local advertisers. We typically distribute promotional announcements to the affiliates and occasionally place advertisements in trade and consumer publications to further promote the upcoming broadcast of its programs.

Our robust local and national product offering allows advertisers the ability to easily supplement their national purchases with local and regional purchases from us. It also allows us to develop relationships with local and regional advertisers.

We enter into affiliation arrangements with radio and television stations which require the affiliate to provide us with a specific number of commercial positions which it aggregates by similar day and time periods that we are able to resell to our advertisers. Some affiliation agreements also require a station to broadcast our programs and to use a portion of the program’s commercial slots to air our advertisers’ national advertisements and any related promotional spots.

Affiliation arrangements specify the number of times and the approximate daypart each program and advertisement may be broadcast. We require that each station complete and promptly return to us an affidavit (proof-of-performance) that verifies the time of each broadcast. Affiliation agreements generally run for a period of at least one year and are automatically renewable for subsequent periods. We have agreements with over 5,000 radio stations, and 170 television stations, many of who carry more than one program or product.

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We have personnel responsible for affiliate sales and marketing our programs to radio and television stations. Our staff develops and maintains close, professional relationships with radio and television station personnel to provide them with comprehensive programming assistance.

Network Division

We produce and distribute regularly scheduled and special syndicated programs, including exclusive live concerts, music and interview shows, national music countdowns, lifestyle short features, news broadcasts, talk programs, sporting events and sports features.

We control most aspects of the production of our programs, and accordingly, are able to customize our programs to respond to current and/or changing listening preferences. We produce regularly scheduled short-form programs (typically five minutes or less) and long-form programs (typically 60 minutes or longer). Typically, the short-form programs are produced at our in-house facilities located in Culver City, California, and New York, New York. The long-form programs include shows produced primarily at our in-house production facilities and recordings of live concert performances and sports events made on location.

We also produce and distribute special event syndicated programs. In 2008, we produced and distributed numerous special event programs, including exclusive radio broadcasts of The GRAMMY Awards, the Academy of Country Music Awards, MTV Music Awards and the BET Awards, among others.

We obtain most of the programming for our concert series by recording live concert performances of prominent recording artists. The agreements with these artists often provide the exclusive right to broadcast the concerts worldwide over the radio (whether live or pre-recorded) for a specified period of time. We may also obtain interviews with the recording artist and retain a copy of the recording of the concert and the interview for use in our radio programs and as additions to our extensive tape library. The agreements provide the artist with master recordings of their concerts and nationwide exposure on affiliated radio stations. In certain of these cases, the artists may receive compensation.

Our syndicated programs are primarily produced at our in-house production facilities. We determine the content and style of a program based on the target audience we wish to reach. We assign a producer, writer, narrator or host, interviewer and other personnel to record and produce the programs. Because we control the production process, we can refine the programs’ content to respond to the needs of our affiliated stations and national advertisers. In addition, we can tailor program content in response to current and anticipated audience demand. We use copy-splitting technology where appropriate to differentiate content on a regional or local basis.

We believe that our tape library is a valuable resource for use in future programming and revenue generating capabilities. The library contains previously broadcast programs, thousands of live concert performances; over 19,000 artist interviews; daily news programs; sports and entertainment features; Capitol Hill hearings and other special events. New programs can be created and developed at a low cost by excerpting material from the library.

Metro/Traffic Division

Through our Metro/Traffic Division, we provide traffic reports and local news, weather and sports information programming to radio and television affiliates and their websites.

We gather traffic and other data utilizing our information-gathering infrastructure, which includes aircraft (helicopters and airplanes), broadcast-quality remote camera systems positioned at strategically located fixed positions and on aircraft, mobile units and wireless systems, and by accessing various government-based traffic tracking systems. We also gather information from various third-party news and information services. The information is processed, converted into broadcast copy and entered into our computer systems by our local writers and producers. This permits us to easily re-sell the information to third parties for distribution through the internet, wireless devices or personal digital assistants (“PDAs”) and various other distribution channels. Our professional announcers read the customized reports on the air. Our information reports (including the length and content of report, specific geographic coverage area, time of broadcast, number of reports aired per day and broadcaster’s style) are customized to meet each individual affiliate’s requirements. We typically work closely with the program directors, news directors and general managers of our affiliates to ensure that our services meet the affiliates’ goals and standards. We and the affiliates jointly select the on-air talent to ensure that each on-air talent’s style is appropriate for the station’s format. Our on-air talent often becomes integral “personalities” on such affiliate stations as a result of their significant on-air presence and interaction with the stations’ on-air personnel. In order to realize operating efficiencies, we endeavor to utilize our professional on-air talent on multiple affiliate stations within a particular market.

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We believe that our extensive fleet of aircraft and other information-gathering technology and broadcast equipment coupled with our recently executed exclusive license and service agreement with TrafficLand allow us to provide high quality programming that enables us to continue to expand our affiliate base. In the aggregate, we utilize approximately: 61 helicopters and fixed-wing aircraft; 15 mobile units; 25 airborne camera systems; 182 fixed-position proprietary cameras; 36 broadcast studios and approximately 1,000 broadcasters and producers. We also maintain a staff of computer programmers and graphics experts to supply customized graphics and other visual programming elements to television station affiliates. In addition, our operation centers and broadcast studios have sophisticated computer technology, video and broadcast equipment and cellular and wireless technology, which enables our on-air talent to deliver reports to our affiliates. The infrastructure and resources dedicated to a specific market by us are determined by the size of the market, the number of affiliates we serve in the market and the type of services being provided. We believe our long-standing and continued investment in incident data and traffic gathering infrastructure differentiates us from our competitors.

We generally do not require our affiliates to identify us as the supplier of our information reports. This provides our affiliates with a high degree of customization and flexibility, as each affiliate has the right to present the information reports provided by us as if the affiliate had generated the reports with its own resources.

As a result of our extensive network of operations and talent, we regularly report breaking and important news stories and provide our affiliates with live coverage of these stories. We are able to customize and personalize our reports of breaking stories using our individual affiliates’ call letters from the scene of news events as we did when providing live airborne coverage of the September 11^th terrorist attack on the World Trade Center and Hurricane Katrina. By using our news helicopters, we feed live video to television affiliates around the country. Moreover, by leveraging our infrastructure, the same reporters provide live customized airborne reports for our radio affiliates via our Metro Source service, which is described below. We believe that we are the only radio network news organization that has local studio operations that cover in excess of 90 markets and that is able to provide customized reports to these markets.

Metro Source, an information service available to subscribing affiliates, is an information system and digital audio workstation that allows our news affiliates to receive via satellite and view, write, edit and report the latest news, features and show preparation material. With this product, we provide continuously updated and breaking news, weather, sports, business and entertainment information to our affiliate stations which have subscribed to the service. Information and content for Metro Source is primarily generated from our staff of news bureau chiefs, state correspondents and professional news writers and reporters.

Local, regional and national news and information stories are fed to our national news operations center in Phoenix, Arizona where the information is verified, edited, produced and disseminated via satellite to our internal Metro Source workstations located in each of our operations centers and to workstations located at affiliate radio stations nationwide. Metro Source includes proprietary software that allows for customizing reports and editing in both audio and text formats. The benefit to stations is that Metro Source allows them to substantially reduce time and cost from the news gathering and editing process at the station level, while providing greater volume and quality news and information coverage from a single source.

SmartRoute (“SRS”), whose operating assets we acquired in 2000, develops non-broadcast traffic information. SRS develops innovative techniques for gathering local traffic and transportation information, as well as new methods of distributing such information to the public. We are currently working with several public and private entities across the United States to improve dissemination of traffic and transportation information. SRS is not presently a significant source of revenue to us.

We supply Television Traffic Services (“MetroTV Services”) to over 170 television stations. Similar to our radio programming services, we supply our MetroTV Services customized information reports which are generally delivered on air by our reporters to our television station affiliates. In addition, we supply customized graphics and other visual programming elements to our television station affiliates.

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We utilize live studio cameras in order to enable our traffic reporters to provide our Video News Services on television from our local broadcast studios. In addition, we provide Video News Services from our aircraft and fixed-position based camera systems. The Video News Services include: (1) live video coverage from strategically located fixed-position camera systems; (2) live video news feeds from our aircraft; and (3) full-service, 24 hours per day/7 days per week video coverage from our camera crews using broadcast quality camera equipment and news vehicles.

TrafficLand

On December 22, 2008, Metro Networks Communications, Inc. (Metro) and TrafficLand entered into a License and Services Agreement which provides us with a three-year license to market and distribute TrafficLand services and products. Concurrent with the execution of the License Agreement, Westwood One, Inc. (Metro’s parent), TLAC, Inc. (a wholly-owned subsidiary of Westwood formed for such purpose) and TrafficLand entered into an option agreement granting us the right to acquire 100% of the stock of TrafficLand pursuant to the terms of a Merger Agreement which the parties have negotiated and placed in escrow. As a result of payments previously made under the License Agreement, we have the right to cause the Merger Agreement to be released from escrow at any time on or prior to April 15, 2009, at which time the Merger Agreement is deemed “executed”. The release of the Merger Agreement does not guarantee the merger will close, as such agreement contains closing conditions, including the consent of our lenders. Upon consummation of the closing of the merger, the License Agreement would terminate. Costs of $800 associated with this transaction have been expensed as of December 31, 2008.

Advertising Sales and Marketing

We package our radio commercial airtime on a network basis, covering all affiliates in relevant markets, either locally, regionally or nationally. This packaged airtime typically appeals to advertisers seeking a broad demographic reach. Because we generally sell our commercial airtime on a network basis rather than station-by-station, we generally do not compete for advertising dollars with individual local radio station affiliates. We believe that this is a key factor in maintaining our affiliate relationships. We package our television commercial airtime on a local, regional and national network basis. We have developed a separate sales force to sell our television commercial airtime and to optimize the efforts of our national internal structure of sales representatives. Our advertising sales force is comprised of approximately 125 sales representatives and sales managers.

In many of the markets in which the Metro/Traffic Division conducts operations, we maintain an advertising sales office as part of our operations center. Our advertising sales force is able to sell available commercial airtime in any and all of our markets in addition to selling such airtime in each local market, which we believe affords our sales representatives an advantage over certain competitors. For example, an airline advertiser can purchase sponsorship advertising packages in multiple markets from our local sales representative in the city in which the airline is headquartered.

Our typical radio advertisement for traffic, news, sports and weather information programming consists of an opening announcement and a ten-second or fifteen-second commercial message presented immediately prior to, in the middle of, or immediately following a regularly scheduled information report. Because we have numerous radio station affiliates in each of our markets (averaging approximately 25 affiliates per market in our top 50 markets), we believe that our traffic and information broadcasts reach more people, more often, in a higher impact manner than can be achieved using any other advertising medium. We combine our commercial airtime into multiple “sponsorship” packages which we sell as an information sponsorship package to advertisers throughout our networks on a local, regional or national basis, primarily during morning and afternoon drive periods.

We believe that the positioning of advertisements within or adjacent to our information reports appeals to advertisers because the advertisers’ messages are broadcast along with regularly scheduled programming during peak morning and afternoon drive times when a majority of the radio audience is listening. Radio advertisements broadcast during these times typically generate premium rates. Moreover, surveys commissioned by us demonstrate that because our customized information reports are related to topics of significant interest to listeners, listeners often seek out our information reports. Since advertisers’ messages are embedded in our information reports, such messages have a high degree of impact on listeners and generally will not be “pre-empted” (i.e., moved by the radio station to another time slot). We offer advertisements that are read live by our on-air talent, providing our advertisers with the added benefit of an implied endorsement for their product, as well as pre-recorded.

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Our Network Division provides national advertisers with a cost-effective way to communicate their commercial messages to large listening audiences nationwide through purchases of commercial airtime in our national radio networks and programs. An advertiser can obtain both frequency (number of exposures to the target audience) and reach (size of listening audience) by purchasing advertising time from us. By purchasing time in networks or programs directed to different formats, advertisers can be assured of obtaining high market penetration and visibility as their commercial messages will be broadcast on several stations in the same market at the same time. On occasion, we support our national sponsors with promotional announcements and advertisements in trade and consumer publications. This support promotes the upcoming broadcasts of our programs and is designed to increase the advertisers’ target listening audience.

In most cases, we provide our MetroTV Services to television stations in exchange for thirty-second commercial airtime that we package and sell on a national basis. The amount and placement of the commercial airtime that we receive from television stations varies by market and the type of service provided by us. As we have provided enhanced television video services, we have been able to acquire more valuable commercial airtime. We believe that it offers advertisers significant benefits because, unlike traditional television networks, we often deliver more than one station in major markets and advertisers may select specific markets.

We have established a morning TV news network for our advertisers’ commercials to air during local news programming and local news breaks in most dayparts. Because we have affiliated a large number of network television stations in major markets, our morning news network delivers a significant national household rating in an efficient and compelling local news environment.

Competition

In the MSA markets in which we operate, we compete for advertising revenue with local print and other forms of communications media, including magazines, local radio, outdoor advertising, network radio and network television advertising, transit advertising, direct response advertising, yellow page directories, internet/new media and point-of-sale advertising. Although we are significantly larger than the next largest provider of traffic and local information services, there are several multi-market operations providing local radio and television programming services in various markets. Furthermore, in recent history, the radio industry has experienced a significant increase in the number of shorter-duration commercial inventory. Also, the consolidation of the radio industry has created opportunities for large radio groups, such as Clear Channel Communications, CBS Radio, ABC and Citadel and other station owners to gather information on their own.

In marketing our programs to national advertisers, we directly compete with other radio networks as well as with independent radio syndication producers and distributors. As a result of consolidation in the radio industry, companies owning large groups of stations have begun to create competing networks that have resulted in additional competition for local, regional and network radio advertising expenditures. In addition, we compete for advertising revenue with network television, cable television, print and other forms of communications media. We believe that the quality of our programming and the strength of our affiliate relations and advertising sales forces enable us to compete effectively with other forms of communication media. We market our programs to radio stations, including affiliates of other radio networks that we believe will have the largest and most desirable listening audience for each of our programs. We often have different programs airing on a number of stations in the same geographic market at the same time. We believe that in comparison with any other independent radio syndication producer and distributor or radio network we have a more diversified selection of programming from which national advertisers and radio stations may choose. In addition, we both produce and distribute programs, thereby enabling us to respond more effectively to the demands of advertisers and radio stations.

The increase in the number of program formats has led to increased competition among local radio stations for audience. As stations attempt to differentiate themselves in an increasingly competitive environment, their demand for quality programming available from outside programming sources increases. This demand has been intensified by high operating and production costs at local radio stations and increased competition for local advertising revenue.

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Government Regulation

Radio broadcasting and station ownership are regulated by the Federal Communications Commission (the “FCC”). As a producer and distributor of radio programs and information services, we are generally not subject to regulation by the FCC. The Traffic and Information Division utilizes FCC regulated two-way radio frequencies pursuant to licenses issued by the FCC.

Employees

On December 31, 2008, we had approximately 1,671 employees, including 583 part-time employees. In addition, we maintain continuing relationships with numerous independent writers, program hosts, technical personnel and producers. Approximately 470 of our employees are covered by collective bargaining agreements. We believe relations with our employees, unions and independent contractors are satisfactory.

Available Information

We are a Delaware corporation, having re-incorporated in Delaware on June 21, 1985. Our current and periodic reports filed with the Securities and Exchange Commission (“SEC”), including amendments to those reports, may be obtained through our internet website at www.westwoodone.com, from us in print upon request or from the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after we file these reports with the SEC. Additionally, any reports or information that we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, Washington, DC. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.

Cautionary Statement regarding Forward-Looking Statements

This annual report on Form 10-K, including “Item 1A—Risk Factors” and “Item 7—Management’s Discussion and Analysis of Results of Operations and Financial Condition,” contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make or others make on our behalf. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements are not based on historical fact but rather are based on management’s views and assumptions concerning future events and results at the time the statements are made. No assurances can be given that management’s expectations will come to pass. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Any forward-looking statements included in this document are only made as of the date of this document and we do not have any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

Item 1A. Risk Factors

An investment in our common stock is speculative and involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Annual Report on Form 10-K. The risks described below could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Our Business

There is substantial doubt about our ability to continue as a going concern.

In the fourth quarter of 2008, we failed to pay our most recent semi-annual interest payment due in respect of the existing $150,000 of ten-year Senior Notes due November 30, 2012 and $50,000 of seven-year Senior Notes due November 30, 2009 (the foregoing, the “Senior Notes”) and were not in compliance with our maximum leverage ratio covenant at December 31, 2008. Both of these events constitute a separate default under the existing Term Loan and Revolving Credit Facility (collectively the “Facility”) and the Senior Notes. In addition, on February 27, 2009, our outstanding Facility matured and became due and payable in its entirety. We did not pay such amount, which also constitutes an event of default under the Facility and the Senior Notes. As a result management has concluded that there is substantial doubt about our ability to continue as a going concern. While we have agreed in principle on terms to refinance our outstanding debt with our lenders, there can be no assurance that we will consummate the refinancing transaction. While the parties are working towards execution of definitive documentation, if we are unable to reach a definitive agreement, we would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code.

An Event of Default has occurred under the terms of our Facility and our Senior Notes. While we have an agreement in principle on terms to refinance all of our debt, there can be no assurance that we will close the refinancing or that the lenders under the Facility and our Senior Notes will not seek to exercise remedies that may be available to them prior to such closing, which would have a material and adverse effect on our business.

In the fourth quarter of 2008, we failed to pay our most recent semi-annual interest payment due in respect of the existing Senior Notes and were not in compliance with our maximum leverage ratio covenant at December 31, 2008. Both of these events constitute a separate default under the Facility and the Senior Notes. In addition, on February 27, 2009, our outstanding Facility matured and became due and payable in its entirety. We did not pay such amount, which also constitutes an event of default under the Facility and the Senior Notes. If we are unable to negotiate definitive documentation with our lenders, entities managed by The Gores Group, LLC, (together with its affiliates, “Gores”) and a new third party lender, or if our lenders decide for any reason to exercise available remedies under the Facility and the Senior Notes, in the absence of obtaining approximately $47,000 in additional capital to satisfy such payments and our obtaining a waiver of our 4.0 to 1.0 debt leverage covenant (which we anticipate violating upon delivery of our audited financial statements as described elsewhere in this report), we will not be able to make such payments and could be forced to seek the protection of the bankruptcy laws.

Our operating income has declined since 2002. We may not be able to reverse this trend particularly in the current economic environment or reduce costs sufficiently to offset anticipated declines in revenue.

Since 2002, our operating income has declined from approximately $180,000 to an operating loss of $(438,041) ($19,430 exclusive of goodwill impairment charges of $430,126, restructuring charges of $14,100 and special charges of $13,245), with the most significant decline occurring in the past three years. In addition, our 2006 and 2008 results were adversely affected by goodwill impairment charges of approximately $516,000 and $430,000, respectively. Given the current economic climate, it is possible our operating income will continue to decline. Historically, we have been able to reduce expenses to partially mitigate the impact of the decline in our revenue and its effect on operating income. However, given the extensive restructuring of the Metro/Traffic division from 61 offices into 13 hubs (announced in Q3 of 2008 and anticipated to be completed by the end of Q2 of 2009), our ability to implement further significant cost reductions without negatively affecting our revenue is somewhat limited, and may make it difficult for us to mitigate the impact of further declines in revenue.

The global credit market disruptions and economic slowdown which significantly worsened in the third quarter of 2008 have created a difficult and uncertain environment across all industries and there is no immediate sign of a recovery.

The recent credit market disruptions and economic contraction in the United States and globally have been severe, creating an economic environment unseen in recent history. Aside from the decline in consumer spending as described below, many of our clients could face their own difficulties in obtaining necessary financing to fund their ordinary course business operations. Given the economic downturn and the tight credit markets, many advertisers are reducing their ad budgets and/or negotiating reductions in rates, each of which has impacted our financial results. Depending on the severity of the economic downturn and the pace of recovery, our operating results could continue to be negatively impacted.

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Even if we complete the refinancing, the cost of our indebtedness is expected to increase substantially, which, when combined with our recent performance of declining revenue, will affect our liquidity and could limit our ability to implement our business plan and respond competitively.

Since 2004, our revenue has declined from approximately $562,000 to $404,000. This decrease in revenue has been attributable to a decline in audience and in the quality and quantity of commercial inventory on both a local/regional and a national basis, increased competition, a decline in a number of customer accounts and a substantial reduction in sales persons. Our strategy to increase revenue is dependent on, among other things, our ability to reverse these declines in audience, improve our affiliate base, hire additional sales persons and managers, modernize our distribution system and expand our product offerings to other distribution platforms, all of which, to varying degrees, require additional capital. While we have reached an agreement in principle with our lenders and Gores on the terms of a refinancing, which we anticipate will provide us with access to an additional $35,000 in capital, we cannot be certain the completion of such refinancing will occur. If the refinancing is completed, we anticipate that annual interest payments on our debt will increase from approximately $12,000 to $19,000; $7,000 of this interest may be paid in kind (PIK). If the economy continues to stall and advertisers continue to maintain reduced budgets which do not recover in 2009, notwithstanding the closing of the refinancing, we may be required to delay the implementation or reduce the scope of our business plan and our ability to develop or enhance our services or programs could be curtailed. Without additional revenue and/or capital, we may be unable to take advantage of business opportunities or respond to competitive pressures, such as M&A opportunities or securing rights to marquee or popular programming. If any of the foregoing should occur, this could have a material and adverse effect on our business.

Our revenue could further decline if the general economy and broadcast industry do not improve and even more so if the economy and industry worsen, and consumer spending remains constrained or is further restricted.

Our revenue is largely based on advertisers seeking to stimulate consumer spending. In recent months, consumer confidence has eroded significantly amid the national and global economic slowdown, increased unemployment and layoffs and the general belief that the U.S. has entered a recession, which many now believe to be a sustained recession and/or contraction. Advertising expenditures and consumer spending tend to decline during recessionary periods and they have done so in this economy, as advertising budgets in the retail, automotive and financial services industries have softened. More recently, advertisers (and the agencies that represent them), faced with their own reduced budgets and sales levels, have put increased pressure on advertising rates, in some cases, requesting broad percentage discounts on ad buys, demanding increased levels of inventory and re-negotiating booked orders. Reductions in advertising expenditures and declines in ad rates have affected our revenues.

Our business is subject to increased competition resulting from new entrants into our business, consolidated companies and new technology/platforms, each of which has the potential to adversely affect our business.

We compete in a highly competitive business. Our radio programming competes for audiences and advertising revenue directly with radio and television stations and other syndicated programming, as well as with other media such as newspapers, magazines, cable television, outdoor advertising and direct mail and more increasingly with digital media. We may experience increased audience fragmentation caused by the proliferation of new media platforms. Additionally, audience ratings and performance-based revenue arrangements are subject to change and any adverse change in a particular geographic area could have a material and adverse effect on our ability to attract not only advertisers in that region, but national advertisers as well. Increased competition, in part, has resulted in reduced market share, and could result in lower audience levels, advertising revenue and ultimately lower cash flow. In addition, the following factors could have an adverse effect upon our financial performance.

• advertiser spending patterns, including the notion that orders are placed in close proximity to the time such ads are broadcast, which could affect spending patterns and limit visibility of demand for our products;

• the level of competition for advertising dollars;

• new competitors or existing competitors with expanded resources, including as a result of consolidation; and

• lower than anticipated market acceptance of new or existing products.

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Although we believe that our radio programming will continue to attract audiences and advertisers, there can be no assurance that we will be able to compete effectively, regain our market share and increase or maintain our current audience ratings and advertising revenue. To the extent we experience a decline in audience for our programs or the cost of programming continues to increase (or in some cases cannot be reduced in connection with the new economic environment), we might be unable to retain the rights to popular programs and advertisers’ willingness to purchase our advertising could be further reduced.

Gores Radio Holdings, LLC exercises significant influence and control over our management and affairs.

In connection with the investment made by Gores, Gores is entitled to designate three (3) directors to our 11-person Board of Directors and nominate an independent director to the Board. Additionally, for as long as Gores holds 50% of the 7.50% Series A Convertible Preferred Stock (“Series A Preferred Stock”) issued to it on June 19, 2008 (as it does presently), we cannot take certain enumerated actions without Gores’ consent. Such actions include: issuing capital stock; merging or consolidating with another company on or prior to December 19, 2013; selling assets with a fair market value of $25,000 or more; increasing the size of the Board; adopting an annual budget or materially deviating from the approved budget, making capital expenditures in excess of $15,000; or amending our charter or bylaws. To the extent Gores and our management have different viewpoints regarding the desirability or efficacy of taking certain actions in the future, our ability to enact changes we may believe necessary or appropriate could be compromised and the operations of the business could be negatively affected. Shares owned by Gores currently represent approximately 32.7% of the voting power of the Company. Accordingly, Gores would exercise substantial influence on the outcome of most any matter submitted to a vote of our shareholders. The refinancing described elsewhere in this annual report contemplates that Gores will acquire a controlling interest in us and take control of the Board upon consummation of the refinancing.

Continued consolidation in the radio broadcast industry could adversely affect our operating results.

The radio broadcasting industry has continued to experience significant change, including as a result of a significant amount of consolidation in recent years, and increased business transactions by key players in the radio industry (e.g., Clear Channel, Citadel, ABC and CBS Radio). In connection therewith, certain major station groups have: (1) modified overall amounts of commercial inventory broadcast on their radio stations; (2) experienced significant declines in audience; and (3) increased their supply of shorter duration advertisements which is directly competitive to us. To the extent similar initiatives are adopted by other major station groups, this could adversely impact the amount of commercial inventory made available to us or increase the cost of such commercial inventory at the time of renewal of existing affiliate agreements. Additionally, if the size and financial resources of certain station groups continue to increase, the station groups may be able to develop their own programming as a substitute to that offered by us or, alternatively, they could seek to obtain programming from our competitors. Any such occurrences, or merely the threat of such occurrences, could adversely affect our ability to negotiate favorable terms with our station affiliates, to attract audiences and to attract advertisers. If we do not succeed in these efforts, our operating results could be adversely affected.

We may be required to recognize further impairment charges.

On an annual basis and upon the occurrence of certain events, we are required to perform impairment tests on our identified intangible assets with indefinite lives, including goodwill, which testing could impact the value of our business. At December 31, 2008, we determined that our goodwill was impaired and recorded an impairment charge of $224,073, which is in addition to the impairment change of $206,053 taken on June 30, 2008. The remaining book value of our goodwill at December 31, 2008 is $33,988. Unanticipated differences to our forecasted operational results and cash flows could require a provision for further impairment that could significantly affect our reported earnings in a period of such change.

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Risks Relating to Our Common Stock

We have has been delisted from the New York Stock Exchange and do not have immediate plans to list on an alternate exchange.

Since November 24, 2008, our common stock ceased to be traded on the NYSE, which has affected the liquidity of our common stock. On March 16, 2009, we were delisted from the NYSE and at this time, we do not have any immediate plans to list on an alternate exchange such as Nasdaq or Amex, which means our common stock will continue to be lightly traded and liquidity may be negatively affected for the foreseeable future.

The foregoing list of factors that may affect future performance and the accuracy of forward-looking statements included in the factors above are illustrative, but by no means all-inclusive or exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 1B. Unresolved Staff Comments

This item is not applicable.

Item 2. Properties

We own three buildings in Culver City, California: (1) a 10,000 square-foot building which contains administrative, sales and marketing; (2) a 10,000 square-foot building which contains our two traffic and news reporting divisions, Metro/Traffic Networks and Shadow Broadcast Services; and (3) a 6,500 square-foot building which contains our production facilities. In addition, we lease operation centers/broadcast studios and marketing and administrative offices across the United States consisting of over 290,000 square feet in the aggregate, pursuant to the terms of various lease agreements.

We believe that our facilities are adequate for our current level of operations.

Item 3. Legal Proceedings

On September 12, 2006, Mark Randall, derivatively on behalf of Westwood One, Inc., filed suit in the Supreme Court of the State of New York, County of New York, against us and certain of our current and former directors and certain former executive officers. The complaint alleges breach of fiduciary duties and unjust enrichment in connection with the granting of certain options to our former directors and executives. Plaintiff seeks judgment against the individual defendants in favor of us for an unstated amount of damages, disgorgement of the options which are the subject of the suit (and any proceeds from the exercise of those options and subsequent sale of the underlying stock) and equitable relief. Subsequently, on December 15, 2006, Plaintiff filed an amended complaint which asserts claims against certain of our former directors and executives who were not named in the initial complaint filed in September 2006 and dismisses claims against other former directors and executives named in the initial complaint. On March 2, 2007, we filed a motion to dismiss the suit. On April 23, 2007, Plaintiff filed its response to our motion to dismiss. On May 14, 2007, we filed our reply in furtherance of its motion to dismiss Plaintiff’s amended complaint. On August 3, 2007, the Court granted such motion to dismiss and denied Plaintiff’s request for leave to replead and file a further amended complaint. On September 20, 2007, Plaintiff appealed the Court’s dismissal of its complaint and moved for “renewal” under CPLR 2221(e). Oral argument on Plaintiff’s motion for renewal occurred on October 31, 2007. On April 22, 2008, Plaintiff withdrew its motion for renewal, without prejudice to renew.

Item 4. Submission of Matters to a Vote of Security Holders

None.

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PART II

(In thousands, except per share amounts)

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

On February 24, 2009, there were approximately 350 holders of record of our common stock, several of which represent “street accounts” of securities brokers. Based upon the number of proxies requested by brokers in conjunction with our annual meeting of shareholders held on February 12, 2009, we estimate that the total number of beneficial holders of our common stock exceeds 6,800.

Since December 15, 1998, our common stock has been traded on the New York Stock Exchange (“NYSE”) under the symbol “WON”. The following table sets forth the range of high and low last sales prices on the NYSE for the common stock for the calendar quarters indicated. On November 24, 2008 we were suspended from trading on the NYSE and on March 16, 2009 we were delisted.

	High		Low
2008
First Quarter	$	2.16	$	1.51
Second Quarter		2.28		1.05
Third Quarter		1.42		0.49
Fourth Quarter		0.41		0.02
2007
First Quarter	$	7.24	$	6.17
Second Quarter		8.16		6.48
Third Quarter		7.17		2.32
Fourth Quarter		3.00		1.83

The last sales price for our common stock on February 27, 2009 was $0.06.

The payment of dividends is prohibited by the terms of our Facility, and accordingly, we do not plan on paying dividends for the foreseeable future.

There is no established public trading market for our Class B stock. However, the Class B stock is convertible to common stock on a share-for-share basis. On February 28, 2009, there were two holders of record of our Class B stock.

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Equity Compensation Plan Information

The following table contains information as of December 31, 2008 regarding our equity compensation plans.

					Number of securities
					remaining available for
	Number of securities to be		Weighted average		future issuance under
	issued upon exercise of		exercise price of		equity compensation
	outstanding options,		outstanding options,		plus excluding
	warrants and rights		warrants and rights		securities reflected in
Plan Category	(a)		(b)		Column (a)
	(in thousands)
Equity compensation plans approved by security holders
Options (1)		7,000	$	7.52		(3	)
Warrants (2)		10,000		6.00		N/A
Restricted Stock Units		1,216		N/A		(3	)
Restricted Stock		364		N/A		(3	)
Equity compensation plans not approved by security holders		—		—		—
Total		18,580

(1)	Options included herein were granted or are available for grant as part of our 1989 and 1999 stock option plans and/or 2005 Equity Compensation plan (the “2005 Plan”) that were approved by our shareholders. The Compensation Committee of the Board of Directors approves periodic option grants to executive officers and other employees based on their contributions to our operations. Among other things, the 2005 Plan provides for the granting of restricted stock and restricted stock units (“RSUs”). A maximum of 9,200 shares of our common stock is authorized for the issuance of awards under the 2005 Plan. Pursuant to the 2005 Plan since May 19, 2005, the date of our 2005 annual meeting of shareholders, outside directors have automatically received a grant of RSUs equal to $100 in value on the date of each of our annual meeting of shareholders. Any newly appointed outside director will receive an initial grant of RSUs equal to $150 in value on the date such director is appointed to our Board. Recipients of RSUs are entitled to receive dividend equivalents on the RSUs (subject to vesting) when and if we pay a cash dividend on our common stock. RSUs awarded to outside directors vest over a three-year period in equal one-third increments on the first, second and third anniversary of the date of the grant, subject to the director’s continued service with us. Directors’ RSUs vest automatically, in full, upon a change in control or upon their retirement, as defined in the 2005 Plan. RSUs are payable to outside directors in shares of our common stock. For a more complete description of the provisions of the 2005 Plan, refer to our proxy statement in which the 2005 Plan and a summary thereof are included as exhibits, filed with the SEC on April 29, 2005.
(2)	Warrants included herein were granted to Gores in conjunction with the Series A Preferred Stock. On June 19, 2008, we completed a $75,000 private placement of the Series A Preferred Stick with an initial conversion price of $3.00 per share and four-year warrants to purchase an aggregate of 10,000 shares of our common stock in three approximately equal tranches with exercise prices of $5.00, $6.00 and $7.00 per share, respectively, to Gores Radio Holdings, LLC.
(3)	A maximum of 9,200 shares of common stock is authorized for issuance of equity compensation awards under the 2005 Plan. Options, RSUs and restricted stock are deducted from this authorized total, with grants of RSUs, restricted stock, and related dividend equivalents being deducted at the rate of three shares for every one share granted.

The performance graph below compares the performance of our common stock to the Dow Jones US Total Market Index and the Dow Jones US Media Index for the last five calendar years. The graph assumes that $100 was invested in our common stock and each index on December 31, 2003.

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The following tables set forth the closing price of our common stock at the end of each of the last five years.

CUMULATIVE TOTAL RETURN	2004		2005		2006		2007		2008
Westwood One, Inc.		78.72		48.40		21.73		6.14		0.17
Dow Jones US Total Market Index		112.01		119.10		137.64		145.91		91.69
Dow Jones US Media Industry Index		101.68		90.01		113.82		99.47		58.55
Westwood One Closing Stock Price		26.93		16.30		7.06		1.99		0.06

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Issuer Purchases of Equity Securities

							Approximate Dollar
					Total Number of		Value of Shares that
					Shares Purchased as		May Yet Be Purchased
					Part of Publicly		Under the Plans or
	Number of Shares		Average Price Paid		Announced Plans or		Program
Period	Purchased in Period		Per Share		Programs		(A) (B)
10/1/08 – 10/31/08		0		n/a		21,001	$	290,490
11/1/08 – 11/30/08		0		n/a		21,001	$	290,490
12/1/08 – 12/31/08		0		n/a		21,001	$	290,490

(A)	Represents remaining authorization from the additional $250,000 repurchase authorization approved on February 24, 2004 and the additional $300,000 authorization approved on April 29, 2005. Our existing stock purchase program was publicly announced on September 23, 1999.
(B)	Our Board of Directors has suspended all future stock repurchases under the aforementioned plans for the foreseeable future.

On January 3, 2008, 2 shares of our common stock were withheld from the vested portion of a 2006 equity compensation award to Peter Kosann our then Chief Executive Officer, in order to satisfy taxes payable by Mr. Kosann in connection with the 10 shares of such award that vested on January 3, 2008. On such date, the closing stock price of our common stock was $1.94 per share.

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Item 6. Selected Financial Data

(In thousands except per share data)

	2008			2007		2006			2005(1)		2004(1)
OPERATING RESULTS FOR YEAR ENDED DECEMBER 31:
Revenue	$	404,416		$	451,384	$	512,085		$	557,830	$	562,246
Operating and Corporate Costs, Excluding Depreciation and Amortization, Goodwill Impairment and Special Changes		373,934			363,611		409,814			393,026		392,693
Goodwill Impairment		430,126			—		515,916			—		—
Depreciation and Amortization		11,052			19,840		20,756			20,826		18,429
Restructuring Charges		14,100			—		—			—		—
Special Charges		13,245			4,626		1,579			—		—
Operating (Loss) Income		(438,041	)		63,307		(435,980	)		143,978		151,124
Net (Loss) Income		(427,563	)		24,368		(469,453	)		77,886		86,955
(Loss) Income Per Basic Share
Common stock	$	(4.39	)	$	0.28	$	(5.46	)	$	0.86	$	0.90
Class B stock	$	—		$	0.02	$	0.26		$	0.24	$	—
(Loss) Income Per Diluted Share
Common stock	$	(4.39	)	$	0.28	$	(5.46	)	$	0.85	$	0.88
Class B stock	$	—		$	0.02	$	0.26		$	0.24	$	—
Dividends Declared (2)
Common stock	$	—		$	0.02	$	0.32		$	0.30	$	—
Class B stock	$	—		$	0.02	$	0.26		$	0.24	$	—
BALANCE SHEET DATA AT DECEMBER 31:
Current Assets	$	119,468		$	138,154	$	149,222		$	172,245	$	174,346
Working Capital / (Deficit) (3)		(208,034	)		47,294		29,313			72,094		93,005
Total Assets		205,088			669,757		696,701			1,239,646		1,262,495
Long-Term Debt (3)		—			345,244		366,860			427,514		359,439
Total Shareholders’ (Deficit) Equity		(203,145	)		227,631		202,931			704,029		800,709

(1)	Effective January 1, 2006, we adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share Based Payment” (“SFAS 123R”) utilizing the modified retrospective transition alternative. Accordingly, results for years prior to 2006 have been restated to reflect stock-based compensation expense in accordance with SFAS 123R.
(2)	No cash dividend was paid on our common stock or Class B stock in 2004 or 2008. In 2005, our Board of Directors declared cash dividends of $0.10 per share for every issued and outstanding share of common stock and $0.08 per share for every issued and outstanding share of Class B stock on each of April 29, 2005, August 3, 2005 and November 2, 2005. In 2006, our Board of Directors declared cash dividends of $0.10 per share for every issued and outstanding share of common stock and $0.08 per share for every issued and outstanding share of Class B stock on each of February 2, 2006, April 18, 2006 and August 7, 2006. Our Board of Directors declared a cash dividend of $0.02 per share for every issued and outstanding share of common stock and $0.016 per share for every issued and outstanding share of Class B stock on November 7, 2006. Our Board of Directors declared cash dividends of $0.02 per share for every issued and outstanding share of common stock and $0.016 per share for every issued and outstanding share of Class B stock on March 6, 2007. The payment of dividends is prohibited by the terms of our Facility, and accordingly, we do not plan on paying dividends for the foreseeable future.
(3)	On November 30, 2008, we failed to make the interest payment on our outstanding indebtedness which constitutes an event of default under the Facility and the Senior Notes. Accordingly, $249,053 of debt previously considered long-term has been re-classified as short-term debt, which decreased working capital from $41,019 to ($208,034).

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in thousands except for share and per share amounts)

EXECUTIVE OVERVIEW

Westwood One is a provider of programming, information services and other content to the radio, TV and digital sectors. We are one of the largest domestic outsourced providers of traffic reporting services and one of the nation’s largest radio networks, producing and distributing national news, sports, music, talk and entertainment programs, features and live events, in addition to local news, sports, weather, video news and other information programming. We deliver our content to over 5,000 radio and television stations in the U.S. The commercial airtime that we sell to our advertisers is acquired from radio and television affiliates in exchange for our programming, content, information, and in certain circumstances, cash compensation.

We derive substantially all of our revenue from the sale of :10 second, :15 second, :30 second and :60 second commercial airtime to advertisers. Our advertisers who target local/regional audiences generally find the most effective method is to purchase shorter duration advertisements, which are principally correlated to traffic and information related programming and content. Our advertisers who target national audiences generally find the most cost effective method is to purchase longer :30 or :60 second advertisements, which are principally correlated to news, talk, sports and music and entertainment related programming and content. A growing number of advertisers purchase both local/regional and national airtime. Our goal is to maximize the yield of our available commercial airtime to optimize revenue.

In managing our business, we develop programming and exploit our commercial airtime by concurrently taking into consideration the demands of our advertisers on both a market specific and national basis, the inputs of the owners and management of our radio station affiliates, and the inputs of our programming partners and talent. Our continued success and prospects for growth are dependent upon our ability to manage these factors in a cost effective manner and to adapt our information and entertainment programming to different distribution platforms. Our results may also be impacted by overall economic conditions, trends in demand for radio related advertising, competition, and risks inherent in our customer base, including customer attrition and our ability to generate new business opportunities to offset any attrition.

There are a variety of factors that influence our revenue on a periodic basis including but not limited to: (1) economic conditions and the relative strength or weakness in the United States economy; (2) advertiser spending patterns and the timing of the broadcasting of our programming, principally the seasonal nature of sports programming; (3) advertiser demand on a local/regional or national basis for radio related advertising products; (4) increases or decreases in our portfolio of program offerings and related audiences, including changes in the demographic composition of our audience base; (5) increases or decreases in the size of our advertiser sales force; and (6) competitive and alternative programs and advertising mediums, including, but not limited to, radio.

Our commercial airtime is perishable, and accordingly, our revenue is significantly impacted by the commercial airtime available at the time we enter into an arrangement with an advertiser. Our ability to specifically isolate the relative historical aggregate impact of price and volume is not practical as commercial airtime is sold and managed on an order-by-order basis. We closely monitor advertiser commitments for the current calendar year, with particular emphasis placed on the annual upfront process and a prospective three-month period. We take the following factors, among others, into account when pricing commercial airtime: (1) the dollar value, length and breadth of the order; (2) the desired reach and audience demographic; (3) the quantity of commercial airtime available for the desired demographic requested by the advertiser for sale at the time their order is negotiated; and (4) the proximity of the date of the order placement to the desired broadcast date of the commercial airtime

Our national revenue has been trending downward for the last several years due principally to reductions in national audience levels and lower clearance and audience levels of our affiliated stations. Our local/regional revenue has been trending downward due principally to increased competition, reductions in our local/regional sales force, combined with an increase in the amount of :10 second inventory being sold by radio stations. Recently, our operating performance has also been affected by the weakness in the United States economy and advertiser demand for radio related advertising products.

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The principal components of our operating expenses are programming, production and distribution costs (including affiliate compensation and broadcast rights fees), selling expenses including commissions, promotional expenses and bad debt expenses, depreciation and amortization, and corporate general and administrative expenses. Corporate general and administrative expenses are primarily comprised of costs associated with the Management Agreement (which terminated on March 3, 2008), corporate accounting, legal and administrative personnel costs, and other administrative expenses, including those associated with corporate governance matters. Special charges include one-time expenses associated with the renegotiation of the CBS agreements, the Gores investment, re-financing costs and re-engineering expenses.

We consider our operating cost structure to be largely fixed in nature, and as a result, we need several months lead time to make significant modification to our cost structure to react to what we view are more than temporary increases or decreases in advertiser demand. This becomes important in predicting our performance in periods when advertiser revenue is increasing or decreasing. In periods where advertiser revenue is increasing, the fixed nature of a substantial portion of our costs means that operating income will grow faster than the related growth in revenue. Conversely, in a period of declining revenue, operating income will decrease by a greater percentage than the decline in revenue because of the lead time needed to reduce our operating cost structure. If we perceive a decline in revenue to be temporary, we may choose not to reduce our fixed costs, or may even increase our fixed costs, so as to not limit our future growth potential when the advertising marketplace rebounds. We carefully consider matters such as credit and commercial inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the Consolidated Statement of Operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within revenue with no corresponding operating expenses. Although no individual relationship is significant, the relative mix of such arrangements is significant when evaluating operating margin and/or increases and decreases in operating expenses.

We engaged consultants for the most part to assist us in determining the most cost effective manner to gather and disseminate traffic information to our constituents. As a result, we announced a Metro/Traffic re-engineering initiative that was implemented in the last half of 2008. We expect to incur ongoing costs related to this re-engineering initiative and accordingly recorded charges of $10,598 in the third quarter and $3,502 in the fourth quarter of 2008, respectively.

On October 2, 2007, we entered into a definitive agreement with CBS Radio documenting a long-term arrangement through March 31, 2017. As part of the new arrangement which was approved by our shareholders on February 12, 2008, closed on March 3, 2008, CBS Radio agreed to broadcast certain of our commercial inventory for our Network and Metro/Traffic and information division through March 31, 2017 in exchange for certain programming and/or cash compensation. If CBS Radio chooses to divest its radio stations to third parties, with certain exceptions CBS Radio is required to assign such station’s agreements to the new owner or air our commercial inventory on a comparable station they continue to own. As part of the new arrangement, certain existing agreements between us and CBS Radio, including the News Programming Agreement, the Technical Services Agreement and the Trademark License Agreement were amended and restated and extended through March 31, 2017. Under the new arrangement, CBS Radio agreed to assign to us all of its right, title and interest in and to the warrants to purchase common stock outstanding under prior agreements. These warrants were cancelled and retired on March 3, 2008.

The new arrangement with CBS Radio is particularly important to us, as in recent years, the radio broadcasting industry has experienced a significant amount of consolidation. As a result, certain major radio station groups, including Clear Channel Communications and CBS Radio, have emerged as powerful forces in the industry. While we provide programming to all major radio station groups, our extended affiliation agreements with most of CBS Radio’s owned and operated radio stations provide us with a significant portion of the audience that we sell to advertisers.

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When CBS Radio discontinued Howard Stern’s radio program in 2006, the audience delivered by affiliates that broadcast the program declined significantly. Many of our affiliation agreements with CBS Radio did not allow us to reduce the compensation those stations were paid as a result of delivering a lower audience. Additionally, certain CBS Radio stations broadcast fewer commercials than in prior periods. These items contributed to a significant decline in our national audience delivery to advertisers. Our new arrangement with CBS (which became effective on March 3, 2008), mitigates both of these circumstances going forward by adjusting affiliate compensation up and/or down as a result of changes in audience levels. In addition, the arrangement provides CBS Radio with financial incentives to broadcast substantially all of our commercial inventory (referred to as “clearance”) in accordance with their contract terms and significant penalties for not complying with the contractual terms of our arrangement. We believe that CBS Radio has taken and will continue to take the necessary steps to stabilize and increase the audience reached by its stations. It should be noted however, that even as CBS takes steps to increase its compliance with our affiliation agreements, our operating costs will increase before we will be able to increase prices for the larger audience we will deliver, which was and may continue to be a contribution to the decline in our operating income.

Results of Operations and Financial Condition

Revenue

We established a new organizational structure in 2008 pursuant to which we manage and report our business in two operating segments: Network and Metro/Traffic. Our Network Division produces and distributes regularly scheduled and special syndicated programs, including exclusive live concerts, music and interview shows, national music countdowns, lifestyle short features, news broadcasts, talk programs, sporting events and sports features. Our Metro/Traffic Division provides traffic reports and local news, weather and sports information programming to radio and television affiliates and their websites. We evaluate segment performance based on segment revenue and segment operating (loss)/income. Administrative functions such as finance, human resources and information systems are centralized. However, where applicable, portions of the administrative function costs are allocated between the operating segments. The operating segments do not share programming or report distribution. Operating costs are captured discretely within each segment. Our accounts receivable and property, plant and equipment are captured and reported discretely within each operating segment.

Revenue presented by operating segment is as follows for the years ending December 31:

	2008					2007					2006
	$		% of Total			$		% of Total			$		% of Total
Metro	$	194,884		48	%	$	232,446		51	%	$	265,768		52	%
Network		209,532		52	%		218,938		49	%		246,317		48	%
Total (1)	$	404,416		100	%	$	451,384		100	%	$	512,085		100	%

(1) As described above, we currently aggregate revenue data based on the operating segment. A number of advertisers purchase both local/regional and national commercial airtime in both segments. Our objective is to optimize total revenue from those advertisers.

For the year ended December 31, 2008 (“2008”) revenue decreased $46,968, or 10.4%, from $451,384 to $404,416 and for the year ended December 31, 2007 (“2007”) revenue decreased $60,701, or 11.9%, from $512,085 for the year ended December 31, 2006 (“2006”). The decrease in 2008 was principally attributable to the current economic downturn. Revenue in 2008 and 2007 was also affected by increased competition, lower audience levels and a reduction in our sales force.

For 2008 Metro/Traffic revenue decreased to $194,884, a decline of 16.2%, from $232,446 in 2007 and $265,768 in 2006, a decline of 12.5%. The 2008 decrease is primarily due to the current economic downturn, a weak local advertising marketplace primarily in the automotive, financial services and retail categories, increased competition and a continued reduction in :10 second inventory units available to sell. The 2007 decrease was principally attributable to a 15% reduction in our sales force from 2006, a reduction in :10 second inventory units to sell as a result of the closure of several second-tier traffic markets in mid to late 2006 and canceling several representation and affiliation agreements (representing an approximately 18% decrease in inventory units from June 30, 2006 to December 31, 2007), and increased :10 second inventory being sold by radio stations. The reduced demand was experienced in most markets and advertiser categories.

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For 2008 Network revenue was $209,532, compared to $218,938 for 2007, a 4.3% decline, and from $246,317 in 2006, a decline of 11.1%. The decline in 2008 is primarily the result of the general decline in advertising spending, which started to contract mid-year and which accelerated during the fourth quarter of 2008. Our performance was also impacted by lower revenues from our RADAR inventory and lower barter revenue. The decrease in 2007 Network revenue was principally attributable to an approximate 23% reduction in our quarterly gross impressions from RADAR rated network inventory (news programming inventory) which resulted from our affiliates experiencing audience declines, lower clearance levels by certain CBS Radio stations and planned reductions in affiliate compensation, the cancellation of certain programs (approximately $5,500) and the non-recurrence of revenue attributable to the 2006 Winter Olympic games (approximately $5,700), partially offset by revenue generated from new program launches (approximately $6,000). Excluding the effect of the non-recurrence of revenue attributable to the 2006 Winter Olympics, national revenue would have declined approximately 8.9%.

Expenses

Operating costs

Operating costs for the years ended December 31, 2008, 2007 and 2006 were as follows:

	2008					2007					2006
	$		% of Total			$		% of Total			$		% of Total
Programming, production and distribution expenses	$	293,740		81	%	$	274,645		78	%	$	301,562		76	%
Selling expenses		34,343		10	%		34,237		10	%		46,814		12	%
Stock-based compensation		5,443		2	%		5,386		2	%		6,345		2	%
Other operating expenses		26,966		7	%		36,172		10	%		40,475		10	%
	$	360,492		100	%	$	350,440		100	%	$	395,196		100	%

Operating costs for the twelve months ended December 31, 2008 increased $10,052, or 2.9%, to $360,492 from $350,440 for the twelve months ended December 31, 2007 due to increased station compensation and salary costs, which were partially offset by the elimination of management fees as a result of the new CBS arrangement. Operating costs in 2007 decreased $44,756, or 11.3%, to $350,440 from $395,196 in 2006.

Expenses for programming, production and distribution were $293,740 for the year ended December 31, 2008, an increase of $19,095 from $274,645 for the same period ending December 31, 2007. The increase relates to an increase in station compensation costs primarily related to the CBS arrangement. Programming, production and distribution expenses in 2007 decreased $26,917 or 8.9% to $274,645 from $301,562 in 2006. The 2007 decrease is principally attributable to the cancellation of certain programming contracts (approximately $15,000), the non-recurrence of costs associated with the 2006 Winter Olympics and lower payroll and rent costs associated with closing certain traffic information operation centers (approximately $9,000).

Selling expenses in 2008 remained relatively flat at $34,343 as compared to $34,237 in 2007. Selling expenses in 2007 decreased $12,577, or 26.9%, to $34,237 from $46,814 in 2006. The 2007 decrease was principally attributable to a reduction in sales staff and commissions $(7,800) and a decrease in bad debt expense of approximately $(2,200).

Other operating expenses in 2008 declined by $9,206, or 25.5%, to $26,966 from $36,172 in 2007, the majority of which is the elimination of the CBS management fee. The decrease in other operating expenses also reflects the Metro/Traffic re-engineering program and other cost reductions, which led to declines in Metro/Traffic-related personnel, facilities and aviation costs. Other operating expenses in 2007 decreased $4,303, or 10.6%, to $36,172 from $40,475 in 2006. The 2007 decrease was principally attributable to reduction in personnel costs.

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Depreciation and Amortization

Depreciation and amortization in 2008 decreased $8,788, or 44.3%, to $11,052 primarily as a result of the cancellation of the CBS warrants. In 2007, depreciation and amortization decreased $916, or 4.4%, to $19,840 from $20,756 in 2006. The 2007 decrease is principally attributable to certain assets becoming fully depreciated.

Corporate General and Administrative Expenses

Corporate general and administrative expenses in 2008 increased slightly to $13,442 from $13,171 in 2007, a $271, or 2.1%, increase. The increase reflects an increase in salary and wages and stock-based compensation offset by a reduction in legal fees and the CBS management fee. In 2007, corporate general and administrative expenses decreased $1,447, or 9.9%, to $13,171 from $14,618 in 2006. The 2007 decrease was principally attributable to reduced stock-based compensation and lower corporate governance costs, partially offset by increased personnel costs.

Goodwill Impairment

On an annual basis and upon the occurrence of certain interim triggering events, we are required to perform impairment tests on our identified intangible assets with indefinite lives, including goodwill, which testing could impact the value of our business.

Prior to 2008, we operated as a single reportable operating segment: the sale of commercial airtime. As part of our re-engineering initiative, in the fourth quarter of 2008, we installed separate management for the Network and Metro/Traffic divisions providing discrete financial information and management oversight. In accordance with Statement of Financial Accounting Standards 142, “Goodwill and Other Intangible Assets” (“FAS 142”), we have determined that each division is an operating segment. A reporting unit is the operating segment or a business which is one level below the operating segment. Our reporting units are consistent with our operating segments and impairment has been tested at this level.

We employ an independent firm specializing in valuation services to assist us in determining the fair value of the reporting units and goodwill. In connection with the 2008 testing, we have determined that using a discounted cash flow model was the best calculation of our fair value. In prior periods, the fair value was calculated on a consistently applied weighted average basis using a discounted cash flow model and the quoted market price of our common stock.

In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $430,126 ($206,053 in the second quarter and $224,073 in the fourth quarter). The remaining value of our goodwill is $33,988.

In connection with our annual goodwill impairment testing for 2007, we determined our goodwill was not impaired at December 31, 2007. The conclusion that our fair value was greater than our carrying value at December 31, 2007 was based upon management’s best estimates including a valuation study that was prepared by an independent firm specializing in valuation services using our operational forecasts.

In connection with our annual goodwill impairment testing for 2006, based on a similar approach as applied in 2007, we determined our goodwill was impaired and recorded a non-cash charge of $515,916. The goodwill impairment, the majority of which was not deductible for income tax purposes, was primarily due to our declining operating performance and the reduced valuation multiples in the radio industry. If actual results differ from our operational forecasts, or if the discount rate used in our calculation increases, an impairment may be required to be recorded in the future.

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Restructuring Charges

In connection with the re-engineering of our traffic operations and other cost reductions, which included the consolidation of leased offices, staff reductions and the elimination of underperforming programming, and was implemented to a significant degree in the last half of 2008, we recorded $14,100 in restructuring charges for the twelve months ended December 31, 2008. We anticipate further charges of approximately $9,700 as additional phases of the original traffic re-engineering and other programs are implemented and finalized in the second quarter of 2009. The total restructuring charges for the traffic re-engineering and other cost savings programs are projected to be approximately $23,800. In addition, we have introduced and will complete new cost reduction programs in 2009. As these programs are implemented, we anticipate that we will incur new incremental costs for severance of approximately $6,000 and contract terminations of $3,100. In total, we estimate we will record aggregate restructuring charges of approximately $32,900, consisting of: (1) $15,500 of severance, relocation and other employee related costs; (2) $7,400 of facility consolidation and related costs; and (3) $10,000 of contract termination costs.

Special Charges

We incurred costs aggregating $13,245, $4,626 and $1,579 in 2008, 2007 and 2006, respectively. Special charges for 2008 were primarily related to a $5,000 payment to CBS Radio as a result of the new arrangement with CBS Radio, legal and advisor costs associated with the new arrangement, consulting costs attributable to our Metro/Traffic re-engineering initiative, re-financing transaction costs and costs related to the issuance of Series A Preferred Stock to Gores. The 2007 and 2006 charges relate to the negotiation of a new long-term arrangement with CBS Radio and for severance obligations related to executive officer changes.

Operating Income (Loss)

We incurred an operating loss of $(438,041) in 2008. Absent the goodwill impairment charge of $430,126, we incurred an operating loss of $(7,915) in 2008 as compared to operating income of $63,307 in 2007, a decline of $71,222. The decline for the twelve months ended December 31, 2008 reflects a $46,968 decrease in revenue and an increase in costs due to restructuring charges for the closedown of facilities in connection with the Metro/Traffic re-engineering initiative, accrued severance payments, increased personnel costs and costs associated with the new CBS agreement. Operating income in 2007 increased $499,287 to $63,307 from an operating loss of $(435,980) in 2006. Excluding the 2006 impairment charge, operating income in 2007 decreased $16,629, or 20.8%, to $63,307 from $79,936 in 2006. The 2007 decrease was attributable to lower revenue, partially offset by a reduction in operating costs.

Interest Expense

Interest expense in 2008 decreased $6,975 from $23,626 in 2007 to $16,651 in 2008 reflecting the decrease in the amount of outstanding debt. Interest expense in 2007 decreased $1,964, or 7.7%, to $23,626 from $25,590 in 2006. The 2007 decrease was principally attributable to lower average borrowings under our Facility, partially offset by an increase in interest rates, higher amortization of deferred debt costs as a result of amending the Facility in 2006, and a payment to terminate one of our fixed to floating interest rate swap agreements on our $150,000 Note. Our weighted average interest rate was 6.5% in 2008 and 6.3% in 2007.

In January and February 2008, we amended our Facility to increase our leverage ratio and eliminate a provision that deemed the termination of the CBS Radio management agreement an event of default. As a result, our interest rate under the amended agreement for the Facility was increased to LIBOR + 175 basis points from LIBOR + 125 basis points. If the refinancing is completed, we anticipate that annual interest payments on our debt will increase from approximately $12,000 to $19,000.

Other Income

Other income was $12,369, $411, and $926 in 2008, 2007, and 2006, respectively. Other income in 2008 was principally due to a gain of $12,420 on the sale of securities in the third quarter and in 2007, was principally attributable to interest earned on our invested cash balances. In 2006, in addition to interest income, we received $529 in connection with a recapitalization transaction of our investee, POP Radio, LP (“POP Radio”).

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Provision for Income Taxes

Income tax expense in 2008 decreased $30,484, or 193.9%, to $(14,760) from $15,724 in 2007, the result of a portion of the goodwill impairment charge recorded during the year being tax deductible. Income tax expense in 2007 increased $6,915, or 78.5%, to $15,724 from $8,809 in 2006. In 2008, our effective income tax rate was 3.3%. The effective 2008 income tax rate was impacted by the 2008 goodwill impairment charge being substantially non-deductible for tax purposes. The 2007 effective income tax rate benefited from a change in New York State tax law on our deferred tax balance (approximately $100). The 2006 income tax provision was impacted by the 2006 goodwill impairment and related deferred tax attributes.

Net Income (Loss)

Net income in 2008 decreased $451,931 to a loss of $(427,563) $(4.39) per basic common share and $(4.39) per diluted common share, from net income of $24,368 ($0.28 per basic and diluted common share and $0.02 per basic and diluted Class B share) in 2007. This compares with a net loss of $(469,453) ($(5.46) per basic and diluted common share and $(0.26) per basic and diluted Class B share) in 2006.

Weighted-Average Shares

Weighted-average shares outstanding for purposes of computing basic net income (loss) per common share were 98,015, 86,112, and 86,013 in 2008, 2007 and 2006, respectively. Weighted-average shares outstanding for purposes of computing diluted net income (loss) per common share were 98,307, 86,426, and 86,013 in 2008, 2007, and 2006, respectively. As a result of incurring a net loss in 2008 and 2006, basis and diluted weighted-average Common shares outstanding are equivalent, as common stock equivalents from stock options, unvested restricted stock and warrants would be anti-dilutive.

Liquidity and Capital Resources

We continually monitor and project our anticipated cash requirements, which include working capital needs, capital expenditures and principal and interest payments on our indebtedness and potential acquisitions. Except for the non-payment of our interest and debt maturity described below, our funding requirements have been financed through cash flow from operations, the issuance of long-term debt and the issuance of $100,000 of common stock and Series A Preferred Stock to Gores in March and June of 2008, respectively.

At December 31, 2008, our principal sources of liquidity were our cash and cash equivalents of $6,437 and borrowings under our Facility. As previously disclosed and as discussed elsewhere in this report, on February 27, 2009, our outstanding indebtedness under our Facility, which totals approximately $41,000, matured and became due and payable in its entirety. Additionally, we did not make our most recent interest payment to our noteholders on November 30, 2008. The non-payment of such amounts constitutes an event of default under the Facility and the Senior Notes, respectively. We are presently unable to meet our outstanding debt obligations, which raise substantial doubt about our ability to continue as a going concern. Absent negotiating and executing definitive documentation with various lenders and Gores, obtaining approximately $47,000 in additional capital to satisfy our outstanding debt payments and obtaining a waiver of our 4.0 to 1 debt leverage covenant (which we anticipate violating upon delivery of our audited financial statements as described elsewhere in this report), our sources of liquidity are inadequate to fund immediate and ongoing operating requirements in the next twelve months. We currently have an agreement in principle on terms to refinance all of our debt (described in more detail below), however, there can be no assurance that we will close the refinancing or that the lenders under our Facility and our Senior Notes will not seek to exercise remedies that may be available to them prior to such closing. If we are unable to consummate the refinancing or the lenders choose to exercise the remedies available to them, we would be forced to seek the protection of bankruptcy laws. Any of these events could have a material and adverse effect on our business, results of operations, cash flows and financial condition.

As currently contemplated, we expect the refinancing will result in our having the following debt: a new series of $117,500 senior secured notes maturing on July 15, 2012; a new $15,000 unsecured revolver and a new $20,000 unsecured subordinated term loan. Each of the foregoing will have new debt and financial covenants.

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At December 31, 2008, we had an unsecured five-year $120,000 term loan and a five-year $75,000 revolving Facility (collectively referred to in this report as our “Facility”), both of which matured on February 28, 2009 and currently remain unpaid and outstanding as described above. Interest on the Facility is payable at the prime rate plus an applicable margin of up to 0.75% or LIBOR plus an applicable margin of up to 1.75%, at our option and since February 27, 2009, has increased by an additional 2 percentage points (the default rate). The Facility contains covenants, among others, related to dividends, liens, indebtedness, capital expenditures and restricted payments, as defined, interest coverage and leverage ratios. In 2002, we issued the Senior Notes through a private placement comprised of: $150,000 of ten-year Senior Notes due November 30, 2012 (interest at a fixed rate of 5.26%) and $50,000 of seven-year Senior Notes due November 30, 2009 (interest at a fixed rate of 4.64%). The Senior Notes contain covenants, among others, relating to dividends, liens, indebtedness, capital expenditures, and interest coverage and leverage ratios. As discussed above, we failed to make our last interest payment of approximately $5,000 on December 1, 2008 (the first business day after November 30, 2008). Since such date, interest on the outstanding amount has increased by an additional 2 percentage points (the default rate). In December 2008, we sold a ten-year fixed to floating interest rate swap agreement covering $25,000 notional value of our outstanding $150,000 Senior Notes and a seven-year fixed to floating interest rate swap agreement covering $25,000 notional value of our outstanding $50,000 Senior Notes. In December 2008, we terminated the remaining interest rate swaps, resulting in cash proceeds of $2,150, which has been classified as a financing cash inflow in our Statement of Cash Flows. The resulting gain of $2,150 from the termination of the derivative contracts is being amortized over the life of the debt.

Net cash provided by operating activities in 2008 was $2,038 whereas net cash provided by operating activities in 2007 was $27,901, which reflects a decrease of $25,863 or 92.7%. In 2007, net cash provided by operating activities decreased $76,350 to $27,091 from $104,251 in 2006. The decreases in 2008 and 2007 were principally attributable to a decline in net income (after excluding the 2008 goodwill impairment charge) and changes in working capital. In 2007, we reduced the amount of time payables and accrued expenses were outstanding, while in 2008 and 2006, we extended the time accounts payable and accrued expenses were outstanding.

We recently announced that we reached an agreement in principle with our lenders to refinance all of our outstanding indebtedness (including the Facility and the Senior Notes). As set forth in a non-binding term sheet negotiated among the parties, our lenders would exchange all of their existing indebtedness in us (approximately $241,000 in aggregate principal amount plus unpaid interest of $5,900) for: (1) $117,500 aggregate principal amount of new senior secured notes (the “New Senior Notes”), maturing July 15, 2012; (2) 25% of our common stock; and (3) a one-time cash payment of $25,000. The New Senior Notes would bear interest at 15% per annum payable 10% in cash and 5% in-kind (which would be added to principal quarterly in order to accrue interest but would not be payable until maturity). The New Senior Notes would be prepayable, at any time, in whole or in part without premium or penalty and would contain certain representations and warranties, covenants and events of default. In addition, we would be subject to certain financial covenants, including limitations on capital expenditures and a maximum senior secured leverage test. The New Senior Notes would be guaranteed by our domestic subsidiaries and would be secured by a first priority lien in substantially all of our assets and those of our domestic subsidiaries. Gores has agreed to purchase the debt held by those lenders who do not wish to participate in the New Senior Notes at a discount and any debt purchased by Gores would be exchanged along with the other debt for the same consideration of New Senior Notes, common stock and cash, as described above. In connection with the foregoing, we believe that we will also obtain: (1) a new $15,000 revolving facility on a senior unsecured basis; and (2) a new $20,000 unsecured term loan subordinated to the New Senior Notes and the new revolver. Each of the new revolver and the new term loan would mature on July 15, 2012 and would be guaranteed by Gores. We anticipate that borrowings under the new revolver and the new term loan would bear interest at LIBOR plus a margin of 4.5% with a minimum LIBOR base of 2.5%.

The refinancing also contemplates that Gores would purchase $25,000 in shares of 8% convertible preferred stock that would: (1) have a $25,000 initial liquidation preference; (2) entitle holders thereof to receive dividends at a rate of 8% per annum; and (3) rank pari passu with the Series A Preferred Stock currently held by Gores. Gores’ new convertible preferred stock, together with its Series A Preferred Stock, would manditorily convert into 72.5% of our common stock at the time the amendments to our charter (as contemplated by the refinancing transaction) are approved. Subject to certain limitations, Gores’ new convertible preferred stock would participate with the common stock on an as-converted basis with respect to voting, in all dividends and distributions, and upon liquidation. At the closing of the refinancing, Gores would take control of us and our Board.

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The foregoing description of the refinancing represents an agreement in principle on the terms of the refinancing. No assurance can be given that we, our existing lenders, the new institutional lender (of the new revolver and new term loan) and Gores will negotiate and execute definitive documentation, that the definitive documentation will reflect the terms contained in the previously agreed upon term sheets and/or that any of the contemplated transactions will occur at all.

In 2008, 2007, and 2006, we spent $7,313, $5,849, and $5,880, respectively, for capital expenditures. Our capital expenditures in 2008 were primarily for copy-splitting and pre-record technologies, IT hardware replacements and TV graphics packages and camera upgrades.

In 2008 we did not pay dividends to our shareholders. In 2007 and 2006, we paid dividends to our shareholders in the amount of $1,663 and $27,640, respectively. In May 2007, the Board of Directors elected to discontinue the payment of a dividend and does not plan to declare dividends for the foreseeable future. The payment of dividends is also prohibited by the terms of our Facility.

In 2008 and 2007, we did not purchase any shares of our common stock. In 2006, we purchased approximately 750 shares of our common stock, at a total cost of $11,044. While we were authorized to repurchase up to $290,490 of our common stock at December 31, 2008, we did not take such action and do not plan on repurchasing any additional shares for the foreseeable future. Such repurchases are also prohibited by the terms of our Facility.

Investments

TrafficLand

On December 22, 2008, Metro Networks Communications, Inc. (Metro) and TrafficLand entered into a License and Services Agreement which provides us with a three-year license to market and distribute TrafficLand services and products. Concurrent with the execution of the License Agreement, Westwood One, Inc. (Metro’s parent), TLAC, Inc. (a wholly-owned subsidiary of Westwood formed for such purpose) and TrafficLand entered into an option agreement granting us the right to acquire 100% of the stock of TrafficLand pursuant to the terms of a Merger Agreement which the parties have negotiated and placed in escrow. As a result of payments previously made under the License Agreement, we have the right to cause the Merger Agreement to be released from escrow at any time on or prior to April 15, 2009, at which time the Merger Agreement is deemed “executed”. The release of the Merger Agreement does not guarantee the merger will close, as such agreement contains closing conditions, including the consent of our lenders. Upon consummation of the closing of the merger, the License Agreement would terminate. Costs of $800 associated with this transaction have been expensed as of December 31, 2008.

GTN

On March 29, 2006, our cost method investment in The Australia Traffic Network Pty Limited (“ATN”) was converted to 1,540 shares of common stock of Global Traffic Network, Inc. (“GTN”) in connection with the initial public offering of GTN on that date. The investment in GTN was sold during the quarter ended September 30, 2008 and we received proceeds of approximately $12,741 and realized a gain of $12,420. Such gain is included as a component of Other Income/(Loss) in the Consolidated Statement of Operations.

POP Radio

On October 28, 2005, we became a limited partner of POP Radio, LP (“POP Radio”) pursuant to the terms of a subscription agreement dated as of the same date. As part of the transaction, effective January 1, 2006, we became the exclusive sales representative of the majority of advertising on the POP Radio network for five years, until December 31, 2010, unless earlier terminated by the express terms of the sales representative agreement. We hold a 20% limited partnership interest in POP Radio. No additional capital contributions are required by any of the limited partners. This investment is being accounted for under the equity method. The initial investment balance was de minimis, and our equity in earnings of POP Radio through December 31, 2008 was de minimis.

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On September 29, 2006, we, along with the other limited partners of POP Radio, elected to participate in a recapitalization transaction negotiated by POP Radio with Alta Communications, Inc. (“Alta”), in return for which we received $529 on November 13, 2006 which was recorded within Other Income in the Consolidated Statement of Operations for the year ended December 31, 2006. Pursuant to the terms of the transaction, if and when Alta elects to exercise warrants it received in connection with the transaction, our limited partnership interest in POP Radio will decrease from 20% to 6%.

Contractual Obligations and Commitments

The following table lists our future contractual obligations and commitments as of December 31, 2008:

	Payments due by Period
	Total		<1 year		1 – 3 years		3 – 5 years		>5 years
Contractual Obligations (1)
Debt	$	260,005	$	260,005	$	—	$	—	$	—
Capital Lease Obligations		2,560		960		1,600		—		—
Operating Leases		50,840		9,007		11,820		11,015		18,998
Other Long-term Obligations (2)		669,623		108,442		176,639		148,004		236,538
Total Contractual Obligations	$	983,028	$	378,414	$	190,059	$	159,019	$	255,536

(1)	The above table excludes our Fin 48 reserves as the future cash flows are uncertain as of December 31, 2008.
(2)	Includes the estimated net interest payments on fixed and variable rate debt. Estimated interest payments on floating rate instruments are computed using our interest rate as of December 31, 2008, and borrowings outstanding are assumed to remain at current levels.

We have long-term noncancelable operating lease commitments for office space and equipment and capital leases for satellite transponders.

Included in Other Long-term Obligations enumerated in the table above, are various contractual agreements to pay for talent, broadcast rights, research and various related party arrangements, including $575,902 of payments due under the new CBS Master Agreement and the previous Management Agreement. As discussed in more detail below, on October 2, 2007, we entered into a new Master Agreement with CBS Radio which closed on March 3, 2008. As a result of the new arrangement with CBS Radio, total contractual obligations included in the above table will be $575,902 ($63,832 within 1 year; $133,790 1-3 years; $141,742 3-5 years; and, $236,538 beyond 5 years).

Related Parties

Periods Prior to Closing of Master Agreement with CBS Radio which occurred on March 3, 2008

CBS Radio holds approximately 16,000 shares of our common stock and prior to March 3, 2008, provided ongoing management services to us under the terms of the Management Agreement. In return for receiving services under the Management Agreement, we paid CBS Radio an annual base fee and provided CBS Radio the opportunity to earn an incentive bonus if we exceeded pre-determined targeted cash flows. For the years ended December 31, 2008, 2007 and 2006, we paid CBS Radio a base fee of $610, $3,394, and $3,273, respectively; however, no incentive bonus was paid to CBS Radio in such years as targeted cash flow levels were not achieved during such periods. On March 3, 2008, the Management Agreement terminated.

Prior to March 3, 2008, we and CBS Radio were also parties to a Representation Agreement to operate what was referred to as the CBS Radio Network. In addition to the Management Agreement and Representation Agreement described above, we also entered into other transactions with CBS Radio and its affiliates, including Viacom, in the normal course of business, including affiliation agreements with many of CBS Radio’s radio stations and agreements with CBS Radio and its affiliates for programming rights. Prior to its termination, the Management Agreement provided that all transactions between us and CBS Radio or its affiliates, other than the Management Agreement and Representation Agreement which agreements were ratified by our shareholders, had to be on a basis at least as favorable to us as if the transaction were entered into with an independent third party. In addition, subject to specified exceptions, the Management Agreement required that all agreements between us, on the one hand, and CBS Radio or any of its affiliates, on the other hand, were to be approved by the independent members of our Board of Directors.

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During 2008, we incurred expenses aggregating approximately $73,049 for the Representation Agreement, affiliation agreements and the purchase of programming rights from CBS Radio and its affiliates (such amounts were $66,633 in 2007 and $75,514 in 2006). The description and amounts regarding related party transactions set forth in this report, and the consolidated financial statements and related notes, also reflect transactions between us and Viacom. Viacom is an affiliate of CBS Radio, as National Amusements, Inc. beneficially owns a majority of the voting powers of all classes of common stock of each of CBS Corporation and Viacom.

In addition to the base fee and incentive compensation described above, we granted to CBS Radio seven fully vested and nonforfeitable warrants to purchase 4,500 shares of our common stock (comprised of two warrants to purchase 1,000 Common shares per warrant and five warrants to purchase 500 Common shares per warrant). As of December 31, 2007, 1,500 of these warrants were cancelled as our common stock did not reach the specified price targets necessary for the warrants to become exercisable. On March 3, 2008, all warrants issued to CBS Radio were cancelled in accordance with the terms of the Master Agreement.

Overview of New Relationship with CBS

As described elsewhere in this report, on March 3, 2008, we and CBS Radio closed the arrangement described in the Master Agreement, dated as of October 2, 2007, by and between us and CBS Radio. On such date, the Master Agreement terminated and our Representation Agreement with CBS Radio was replaced by an Amended and Restated News Programming Agreement, an Amended and Restated License Agreement and an Amended and Restated Technical Services Agreement. At the closing, we and CBS Radio entered into various agreements in substantially the form set forth as exhibits to the Master Agreement, including the following: (1) Amended and Restated News Programming Agreement; (2) Amended and Restated Trademark License Agreement; (3) Amended and Restated Technical Services Agreement; (4) Mutual General Release and Covenant Not to Sue; (5) Amended and Restated Registration Rights Agreement; (6) Lease for 524 W. 57th Street; (7) Lease for 2020 M Street; (8) Sublease for 2000 M Street; (9) Westwood One Affiliation Agreements for certain CBS Radio owned and operated stations (“CBS Stations”); and (10) Metro Networks Affiliation Agreements for CBS Stations (documents 9 and 10, the “Station Agreements” and documents 1-10 collectively, the “New Transaction Documents”). These agreements were discussed in a Current Report on Form 8-K filed with the SEC on October 4, 2007 and included as part of a definitive proxy statement filed with the SEC on December 21, 2007. The closing under the Master Agreement was described in a Current Report on Form 8-K filed with the SEC on March 6, 2008 and the New Transaction Documents were included as exhibits to such filing. A brief description of certain provisions of the New Transaction Documents was included in our Annual Report on Form 10-K for the year ended December 31, 2007, however, for a complete description of terms, please refer to the documents named above and the terms of the actual agreement themselves.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. We continually evaluate our estimates and judgments including those related to allowances for doubtful accounts, useful lives of property, plant and equipment and intangible assets, and other contingencies. We base our estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies, the following may involve a higher degree of judgment or complexity.

Revenue Recognition — Revenue is recognized when earned, which occurs at the time commercial advertisements are broadcast. Payments received in advance are deferred until earned and such amounts are included as a component of Deferred Revenue in the accompanying Balance Sheet.

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We consider matters such as credit and inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the consolidated statement of operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within Revenue with no corresponding operating expenses.

Barter transactions represent the exchange of commercial announcements for programming rights, merchandise or services. These transactions are recorded at the fair market value of the commercial announcements relinquished, or the fair value of the merchandise and services received. A wide range of factors could materially affect the fair market value of commercial airtime sold in future periods (See the section entitled “Cautionary Statement regarding Forward-Looking Statements” in Item 1 and Item 1A “Risk Factors”), which would require us to increase or decrease the amount of assets and liabilities and related revenue and expenses recorded from prospective barter transactions. Revenue is recognized on barter transactions when the advertisements are broadcast. Expenses are recorded when the merchandise or service is utilized.

Program Rights — Program rights are stated at the lower of cost, less accumulated amortization, or net realizable value. Program rights and the related liabilities are recorded when the license period begins and the program is available for use, and are charged to expense when the event is broadcast.

Valuation of Goodwill and Intangible Assets — Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with Statement of Financial Accounting Standards No. 142 (“SFAS 142”) “Goodwill and Other Intangible Assets”, the value assigned to goodwill and indefinite lived intangible assets is not amortized to expense, but rather the estimated fair value of the reporting unit is compared to its carrying amount on at least an annual basis to determine if there is a potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill and intangible assets is less than their carrying value.

Prior to 2008, we operated as a single reportable operating segment: the sale of commercial time. As part of our re-engineering initiative commenced in the fourth quarter of 2008, we installed separate management for the Network and Metro/Traffic divisions providing discreet financial information and management oversight. Accordingly, we have determined that each division is an operating segment. A reporting unit is the operating segment or a business which is one level below the operating segment. Our reporting units are consistent with our operating segments and impairment has been tested at this level.

In order to estimate the fair values of assets and liabilities a company may use various methods including discounted cash flows, excess earnings, profit split and income methods. Utilization of any of these methods requires that a company make important assumptions and judgments about future operating results, cash flows, discount rates, and the probability of various scenarios, as well as the proportional contribution of various assets to results and other judgmental allocations. In 2008 we determined that using a discounted cash flow model was the best evaluation of the fair value of our two reporting units. In prior periods, we evaluated the fair value of our reporting unit based on a weighted average of 75% from a discounted cash flow approach and 25% from the quoted market price of our stock.

On an annual basis and upon the occurrence of certain interim triggering events, we are required to perform impairment tests on our identified intangible assets with indefinite lives, including goodwill, which testing could impact the value of our business. In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $430,126 ($206,053 in the second quarter and $224,073 in the fourth quarter). The remaining value of our goodwill is approximately $33,988.

Intangible assets subject to amortization primarily consist of affiliation agreements that were acquired in prior years. Such affiliate contacts, when aggregated, create a nationwide audience that is sold to national advertisers. The intangible asset values assigned to the affiliate agreements for each acquisition were determined based upon the expected discounted aggregate cash flows to be derived over the life of the affiliate relationship. The method of amortizing the intangible asset values reflects, based upon our historical experience, an accelerated rate of attrition in the affiliate base over the expected life of the affiliate relationships. Accordingly, we amortize the value assigned to affiliate agreements on an accelerated basis (period ranging from 4 to 20 years with a weighted-average amortization period of approximately 8 years) consistent with the pattern of cash flows which are expected to be derived. We review the recoverability of our finite-lived intangible assets whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparison to associated undiscounted cash flows. No impairment of intangible assets has been identified in any period presented.

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Allowance for doubtful accounts — We maintain an allowance for doubtful accounts for estimated losses which may result from the inability of our customers to make required payments. We base our allowance on the likelihood of recoverability of accounts receivable by aging category, based on past experience and taking into account current collection trends that are expected to continue. If economic or specific industry trends worsen beyond our estimates, it would be necessary to increase our allowance for doubtful accounts. Alternatively, if trends improve beyond our estimates, we would be required to decrease our allowance for doubtful accounts. Our estimates are reviewed periodically, and adjustments are reflected through bad debt expense in the period they become known. Changes in our bad debt experience can materially affect our results of operations. Our allowance for bad debts requires us to consider anticipated collection trends and requires a high degree of judgment. In addition, as fully described herein, our results in any reporting period could be impacted by relatively few but significant bad debts.

Estimated useful lives of property, plant and equipment — We estimate the useful lives of property, plant and equipment in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives, which are disclosed in Note 1- “Summary of Significant Accounting Policies” of the consolidated financial statements, are estimated at the time the asset is acquired and are based on historical experience with similar assets as well as taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods. Alternately, these types of technological changes could result in the recognition of an impairment charge to reflect the write-down in value of the asset.

Recent Accounting Pronouncements Affecting Future Results

In October 2008, the FASB issued FSP 157-3 (“FSP 157-3”) “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.” FSP 157-3 clarifies the applications of SFAS No. 157 in a market that is not active, and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP 157-3 is effective immediately for all periods presented in accordance with SFAS No. 157. The adoption of FSP 157-3 did not have any significant impact on our consolidated financial statements or the fair values of our financial assets and liabilities

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 expands quarterly disclosure requirements in SFAS No. 133 about an entity’s derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. We will include the relevant disclosures in our financial statements beginning with the first quarter of 2009.

In February 2008, FSP 157-1 “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” was issued. FSP 157-1 removed leasing transactions accounted for under Statement 13 and related guidance from the scope of SFAS No. 157. FSP 157-2 “Partial Deferral of the Effective Date of Statement 157” (FSP 157-2), also issued in February 2008, deferred the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008. The implementation of this standard is not anticipated to have a material impact on our consolidated financial position and results of operation.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest acquired and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, and will be adopted by us in the first quarter of fiscal 2009.

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In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 establishes requirements for ownership interests in subsidiaries held by parties other than the company (sometimes called “minority interests”) be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. All changes in the parent’s ownership interests are required to be accounted for consistently as equity transactions and any non-controlling equity investments in unconsolidated subsidiaries must be measured initially at fair value. SFAS No. 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements.

In September 2006, the FASB issued “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 establishes a common definition of fair value to be applied to US GAAP guidance that requires the use of fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except for certain non-financial assets where the effective date will be January 1, 2009. Our adoption of SFAS No. 157 did not have a material effect on the consolidated financial position or results of operations.

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

In the normal course of business, we employ established policies and procedures to manage our exposure to changes in interest rates using financial instruments. We use derivative financial instruments (fixed-to-floating interest rate swap agreements) for the purpose of hedging specific exposures and hold all derivatives for purposes other than trading. All derivative financial instruments held reduce the risk of the underlying hedged item and are designated at inception as hedges with respect to the underlying hedged item. Hedges of fair value exposure are entered into in order to hedge the fair value of a recognized asset, liability or a firm commitment.

In order to achieve a desired proportion of variable and fixed rate debt, we entered into a seven-year interest rate swap agreement covering $25,000 notional value of our outstanding borrowing to effectively float the majority of the interest rate at three-month LIBOR plus 74 basis points, and two ten year interest rate swap agreements covering $75,000 notional value of our outstanding borrowing to effectively float the majority of the interest rate at three-month LIBOR plus 80 basis points. In total, the swaps initially covered $100,000, which represented 50% of the notional amount of Senior Notes. These swap transactions allow us to benefit from short-term declines in interest rates while having the long-term stability on the other 50% of the Senior Notes of fairly low fixed rates. In November 2007, we cancelled one of the ten-year swap agreements covering $50,000 notional value, by paying the counter-party $576. The instruments meet all of the criteria of a fair-value hedge and are classified in the same category as the item being hedged in the accompanying balance sheet. We have the appropriate documentation, including the risk management objective and strategy for undertaking the hedge, identification of the hedged instrument, the hedge item, the nature of the risk being hedged, and how the hedging instrument’s effectiveness offsets the exposure to changes in the hedged item’s fair value. In December 2008, we terminated the remaining interest rate swaps, resulting in cash proceeds of $2,150, which has been classified as a financing cash inflow in our Statement of Cash Flows. The resulting gain of $2,150 from the termination of the derivative contracts is being amortized over the life of the debt.

With respect to the borrowings pursuant to the Facility, the interest rate on the borrowings was based on the prime rate plus an applicable margin of up to .25%, or LIBOR plus an applicable margin of up to 1.25%, as we chose. On January 11, 2008, the Facility was amended, and as a result, the applicable margins increased to 0.75% and 1.75% respectively. Historically, we have typically chosen the LIBOR option with a three month maturity. Every .25% change in interest rates has the effect of increasing or decreasing our annual interest expense by $5 for every $2,000 of outstanding debt. As of December 31, 2008, we had $41,000 outstanding under the Facility and as of December 31, 2007, we had $145,000 outstanding under the Facility.

We continually monitor our positions with, and the credit quality of, the financial institutions that are counterparties to our financial instruments, and do not anticipate non-performance by the counterparties.

Our receivables do not represent a significant concentration of credit risk due to the wide variety of customers and markets in which we operate.

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Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and the related notes and schedules were prepared by and are the responsibility of management. The financial statements and related notes were prepared in conformity with generally accepted accounting principles and include amounts based upon management’s best estimates and judgments. All financial information in this annual report is consistent with the consolidated financial statements.

We maintain internal accounting control systems and related policies and procedures designed to provide reasonable assurance that assets are safeguarded, that transactions are executed in accordance with management’s authorization and properly recorded, and that accounting records may be relied upon for the preparation of consolidated financial statements and other financial information. The design, monitoring, and revision of internal accounting control systems involve, among other things, management’s judgment with respect to the relative cost and expected benefits of specific control measures.

Our consolidated financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, who have expressed their opinion with respect to the presentation of these statements.

The Audit Committee of the Board of Directors, which is comprised solely of directors who are independent under NYSE rules and regulations, meets periodically with the independent auditors, as well as with management, to review accounting, auditing, internal accounting controls and financial reporting matters. The Audit Committee, pursuant to its charter, is also responsible for retaining our independent accountants. The independent accountants have full and free access to the Audit Committee with and without management’s presence. Members of the Audit Committee are required to meet stringent independence standards and at least one member must have financial expertise. All of our Audit Committee members satisfy the independence standards and the Audit Committee also has at least one member with financial expertise. As described elsewhere in this report, we were delisted from the NYSE on March 16, 2009. Accordingly, we are no longer subject to the rules and regulations of the NYSE, including those related to independence of directors. At this time, no changes to the Board have been made, but it is contemplated that in connection with the refinancing described in more detail in this report, that Gores will take control of the Board at the closing of the refinancing and that certain changes in directors will be made at that time.

The consolidated financial statements and the related notes and schedules are indexed on page F-1 of this report, and attached hereto as pages F-1 through F-35 and by this reference incorporated herein.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our President and Chief Financial Officer and Comptroller, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2008 (the “Evaluation”). Based upon the Evaluation, our President and Chief Financial Officer and Comptroller concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) are effective as of December 31, 2008 in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed under the supervision of our President and Chief Financial Officer and Comptroller to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Management, under the supervision and with the participation of our President and Chief Financial Officer and Comptroller, assessed the effectiveness of our internal control over financial reporting as of December 31, 2008 and concluded that it is effective as of such date.

The effectiveness of our internal control over financial reporting as of December 31, 2008, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors and Executive Officers and Corporate Governance

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2009 annual meeting of shareholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to shareholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

Item 11. Executive Compensation

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2009 annual meeting of shareholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to shareholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2009 annual meeting of shareholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to shareholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2009 annual meeting of shareholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to shareholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

Item 14. Principal Accountant Fees and Services

The registrant incorporates by reference herein information to be set forth in its definitive proxy statement for its 2009 annual meeting of shareholders that is responsive to the information required with respect to this Item 10; provided, however, that such information shall not be incorporated herein:

• if the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report on Form 10-K filed with the Securities and Exchange Commission prior to the filing of such definitive proxy statement; or

• if such proxy statement is not mailed to shareholders and filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s most recently completed fiscal year, in which case the registrant will provide such information by means of an amendment to this Annual Report on Form 10-K.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report on Form 10-K

1, 2.	Financial statements and schedules to be filed hereunder are indexed on page F-1 hereof.
3.	Exhibits

EXHIBIT
NUMBER (A)		DESCRIPTION
	3.1	Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware. (14)
	3.2	Bylaws of Registrant as currently in effect. +
	4.1	Note Purchase Agreement, dated as of December 3, 2002, between Registrant and the noteholders parties thereto. (15)
	4.1.1	First Amendment, dated as of February 28, 2008, to Note Purchase Agreement, dated as of December 3, 2002, by and between Registrant and the noteholders parties thereto. (34)
	10.1	Employment Agreement, dated April 29, 1998, between Registrant and Norman J. Pattiz. (8) *
	10.2	Amendment to Employment Agreement, dated October 27, 2003, between Registrant and Norman J. Pattiz. (16) *
	10.2.1	Amendment No. 2 to Employment Agreement, dated November 28, 2005, between Registrant and Norman J. Pattiz (7) *
	10.2.2	Amendment No. 3, effective January 8, 2008, to the employment agreement by and between Registrant and Norman Pattiz (30)*
	10.3	Form of Indemnification Agreement between Registrant and its directors and executive officers. (1)
	10.4	Credit Agreement, dated March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank as Administrative Agent. (16)
	10.4.1	Amendment No. 1, dated as of October 31, 2006, to the Credit Agreement, dated as of March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (23)
	10.4.2	Amendment No. 2, dated as of January 11, 2008, to the Credit Agreement, dated as of March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (26)
	10.4.3	Amendment No. 3, dated as of February 25, 2008, to the Credit Agreement, dated as of March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (13)
	10.5	Purchase Agreement, dated as of August 24, 1987, between Registrant and National Broadcasting Company, Inc. (2)
	10.6	Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. dated June 1, 1999 (9)
	10.7	Amendment No. 1 to the Agreement and Plan Merger, dated as of August 20, 1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. (10)
	10.8	Employment Agreement, effective May 1, 2003, between Registrant and Paul Gregrey, as amended by Amendment 1 to Employment Agreement, effective January 1, 2006. (35) *
	10.8.1	Amendment No. 2 to Employment Agreement, dated May 4, 2007, between Registrant and Paul Gregrey (27)*
	10.9	Employment Agreement, effective October 16, 2004, between Registrant and David Hillman, as amended by Amendment No. 1 to Employment Agreement, effective January 1, 2006. (28)*
	10.9.1	Amendment No. 2 to the Employment Agreement, effective July 10, 2007, between Registrant and David Hillman. (29)*
	10.10	Registrant Amended 1999 Stock Incentive Plan. (22) *
	10.11	Amendment to Registrant Amended 1999 Stock Incentive Plan, effective May 25, 2005 (19) *
	10.12	Registrant 1989 Stock Incentive Plan. (3) *
	10.13	Amendments to Registrant’s Amended 1989 Stock Incentive Plan. (4) (5) *
	10.14	Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One Radio Networks, Inc. and between Infinity and Westwood One Radio Networks, Inc. relating to New York, New York offices. (11)

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EXHIBIT
NUMBER (A)		DESCRIPTION
	10.15	Form of Stock Option Agreement under Registrant’s Amended 1999 Stock Incentive Plan. (17) *
	10.16	Employment Agreement, effective January 1, 2004, between Registrant and Andrew Zaref. (18) *
	10.16.1	Amendment No. 1 to Employment Agreement, dated as of June 30, 2006, between Registrant and Andrew Zaref (24) *
	10.17	Registrant 2005 Equity Compensation Plan (19) *
	10.18	Form Amended and Restated Restricted Stock Unit Agreement under Registrant 2005 Equity Compensation Plan for outside directors (20) *
	10.19	Form Stock Option Agreement under Registrant 2005 Equity Compensation Plan for directors. (21) *
	10.20	Form Stock Option Agreement under Registrant 2005 Equity Compensation Plan for non-director participants. (21) *
	10.21	Form Restricted Stock Unit Agreement under Registrant 2005 Equity Compensation Plan for non-director participants. (20)*
	10.22	Form Restricted Stock Agreement under Registrant 2005 Equity Compensation Plan for non-director participants. (20) *
	10.23	Employment Agreement, effective as of July 16, 2007, by and between Registrant and Gary Yusko. (29)*
	10.24	Master Agreement, dated as of October 2, 2007, by and between Registrant and CBS Radio Inc. (31)
	10.25	Employment Agreement, effective as of January 8, 2008, by and between Registrant and Thomas F.X. Beusse. (30)*
	10.26	Consent Agreement, dated as of January 8, 2008, made by and among CBS Radio Inc., Registrant, and Thomas F.X. Beusse. (30)*
	10.27	Stand-Alone Stock Option Agreement, dated as of January 8, 2008, by and between Registrant and Thomas F.X. Beusse. (30)*
	10.28	Letter Agreement, dated February 25, 2008, by and between Registrant and Norman J. Pattiz (32)*
	10.29	Purchase Agreement, dated February 25, 2008, between Registrant and Gores Radio Holdings, LLC. (32)
	10.30	Registration Rights Agreement, dated March 3, 2008, between Registrant and Gores Radio Holdings, LLC. (33)
	10.31	Intercreditor and Collateral Trust Agreement, dated as of February 28, 2008, by and among Registrant, the Subsidiary Guarantors parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions that hold the Notes and The Bank of New York, as Collateral Trustee (34)
	10.32	Shared Security Agreement, dated as of February 28, 2008, by and among Registrant, the Subsidiary Guarantors parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Bank of New York, as Collateral Trustee (34)
	10.33	Shared Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of February 28, 2008, by Registrant, to First American Title Insurance Company, as Trustee, for the benefit of The Bank of New York, as Beneficiary (34)
	10.34	Mutual General Release and Covenant Not to Sue, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.35	Amended and Restated News Programming Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.36	Amended and Restated Technical Services Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.37	Amended and Restated Trademark License Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.38	Amended and Restated Registration Rights Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.39	Lease for 524 W. 57th Street, dated as of March 3, 2008, by and between Registrant and CBS Broadcasting Inc. (33)
	10.40	Form Westwood One Affiliation Agreement, dated February 29, 2008, between Westwood One, Inc. on its behalf and on behalf of its affiliate, Westwood One Radio Networks, Inc. and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio stations (33)
	10.41	Form Metro Affiliation Agreement, dated as of February 29, 2008, by and between Metro Networks Communications, Limited Partnership, and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio stations (33)
	10.42	Employment Agreement, dated as of July 7, 2008, between Registrant and Steven Kalin. (6) *
	10.43	Employment Agreement, effective as of September 17, 2008, by and between Registrant and Roderick M. Sherwood, III. (36)*

- 37 -

EXHIBIT
NUMBER (A)		DESCRIPTION
	10.44	Employment Agreement, effective as of October 20, 2008, by and between Registrant and Gary Schonfeld (37)*
	10.45	Separation Agreement, effective as of October 31, 2008, by and between Registrant and Thomas F.X. Beusse (38)*
	10.46	Separation Agreement, effective as of October 31, 2008, by and between Registrant and Paul Gregrey *+
	10.47	License and Services Agreement, dated as of December 22, 2008, by and between Metro Networks Communications, Inc. and TrafficLand, Inc. (39)
	10.48	Employment Agreement, dated as of May 12, 2008, between Registrant and Andrew Hersam. *+
	10.49	Employment Agreement, effective as of April 14, 2008, by and between Registrant and Jonathan Marshall. *+
	10.50	Form of Amendment to Employment Agreement for senior executives, amending terms in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended *+
	10.51	Amendment No. 1 to Employment Agreement, dated as of December 22, 2008, by and between the Registrant and Steven Kalin, amending terms in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended *+
	21	List of Subsidiaries. +
	23	Consent of Independent Registered Public Accounting Firm. +
	31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
	31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. **
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

*	Indicates a management contract or compensatory plan
+	Filed herewith.
**	Furnished herewith.
(A)	We agree to furnish supplementally a copy of any omitted schedule to the SEC upon request.
(1)	Filed as part of Registrant’s September 25, 1986 proxy statement and incorporated herein by reference.
(2)	Filed an exhibit to Registrant’s current report on Form 8-K dated September 4, 1987 and incorporated herein by reference.
(3)	Filed as part of Registrant’s March 27, 1992 proxy statement and incorporated herein by reference.
(4)	Filed as an exhibit to Registrant’s July 20, 1994 proxy statement and incorporated herein by reference.
(5)	Filed as an exhibit to Registrant’s April 29, 1996 proxy statement and incorporated herein by reference.
(6)	Filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
(7)	Filed as an exhibit to Registrant’s current report on Form 8-K dated November 28, 2005 and incorporated herein by reference.
(8)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference.
(9)	Filed as an exhibit to Registrant’s current report on Form 8-K dated June 4, 1999 and incorporated herein by reference.
(10)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 1, 1999 and incorporated herein by reference.
(11)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference.
(12)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference.
(13)	Filed as an exhibit to Registrant’s current report on Form 8-K dated February 25, 2008 (filed on February 29, 2008) and incorporated herein by reference.
(14)	Filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
(15)	Filed as an exhibit to Registrant’s current report on Form 8-K dated December 4, 2002 and incorporated herein by reference.
(16)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.

- 38 -

(17)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 12, 2004 and incorporated herein by reference.
(18)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.
(19)	Filed as an exhibit to Company’s current report on Form 8-K, dated May 25, 2005 and incorporated herein by reference.
(20)	Filed as an exhibit to Company’s current report of Form 8-K dated March 17, 2006 and incorporated herein by reference.
(21)	Filed as an exhibit to Registrant’s current report on Form 8-K dated December 5, 2005 and incorporated herein by reference.
(22)	Filed as an exhibit to Registrant’s April 30, 1999 proxy statement and incorporated herein by reference.
(23)	Filed as an exhibit to Registrant’s current report on Form 8-K dated November 6, 2006 and incorporated herein by reference.
(24)	Filed as an exhibit to Registrant’s current report on Form 8-K dated June 30, 2006 and incorporated herein by reference.
(25)	Filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 and incorporated herein by reference.
(26)	Filed as an exhibit to Registrant’s current report on Form 8-K dated January 11, 2008 and incorporated herein by reference.
(27)	Filed as an exhibit to Registrant’s current report on Form 10-Q for the quarter ended March 31, 2007 and incorporated herein by reference.
(28)	Filed as an exhibit to Registrant’s annual report on Form 10-K/A for the year ended December 31, 2006 and incorporated herein by reference.
(29)	Filed as an exhibit to Company’s current report on Form 8-K dated July 10, 2007 and incorporated herein by reference.
(30)	Filed as an exhibit to Company’s current report on Form 8-K dated January 8, 2008 and incorporated herein by reference.
(31)	Filed as an exhibit to Company’s current report on Form 8-K dated October 2, 2007 and incorporated herein by reference.
(32)	Filed as an exhibit to Registrant’s current report on Form 8-K dated February 25, 2008 (filed on February 27, 2008) and incorporated herein by reference.
(33)	Filed as an exhibit to Registrant’s current report on Form 8-K dated March 3, 2008 and incorporated herein by reference.
(34)	Filed as an exhibit to Registrant’s current report on Form 8-K dated February 28, 2008 and incorporated herein by reference.
(35)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference.
(36)	Filed as an exhibit to Registrant’s current report on Form 8-K dated September 18, 2008 and incorporated herein by reference.
(37)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 24, 2008 and incorporated herein by reference.
(38)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 30, 2008 and incorporated herein by reference.
(39)	Filed as an exhibit to Registrant’s current report on Form 8-K dated December 22, 2008 and incorporated herein by reference.

- 39 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WESTWOOD ONE, INC.
Date: March 30, 2009	By:	/S/ RODERICK M. SHERWOOD III
		Roderick M. Sherwood III
		President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ RODERICK M. SHERWOOD III	President and Chief Financial Officer (Principal Executive Officer)	March 30, 2009
Roderick M. Sherwood III
/S/ NORMAN J. PATTIZ	Chairman of the Board of Directors	March 30, 2009
Norman J. Pattiz
/S/ ALBERT CARNESALE	Director	March 30, 2009
Albert Carnesale
/S/ DAVID L. DENNIS	Director	March 30, 2009
David L. Dennis
/S/ GRANT F. LITTLE, III	Director	March 27, 2009
Grant F. Little, III
/S/ H MELVIN MING	Director	March 30, 2009
H. Melvin Ming
/S/ JOSEPH B. SMITH	Director	March 27, 2009
Joseph B. Smith
/S/ IAN WEINGARTEN	Director	March 27, 2009
Ian Weingarten
/S/ SCOTT HONOUR	Director	March 30, 2009
Scott Honour
/S/ MARK STONE	Director	March 30, 2009
Mark Stone
/S/ EMANUEL NUNEZ	Director	March 30, 2009
Emanuel Nunez

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report or proxy material has been sent to security holders as of the date of this report.

- 40 -

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

	Page
1. Consolidated Financial Statements
—Report of Independent Registered Public Accounting Firm		F-2
—Consolidated Balance Sheets at December 31, 2008 and 2007		F-3
—Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006		F-4
—Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008, 2007 and 2006		F-5
—Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007		F-6
—Notes to Consolidated Financial Statements		F-7
2. Financial Statement Schedule:
II. — Valuation and Qualifying Accounts		F-35

All other schedules have been omitted because they are not applicable, the required information is immaterial, or the required information is included in the consolidated financial statements or notes thereto.

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Westwood One, Inc:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Westwood One, Inc. and its subsidiaries at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, Basis of Presentation, Going Concern and Management Plans to the consolidated financial statements, the Company failed to pay its most recent semi-annual interest payment due in respect to its Senior Notes, was not in compliance with its maximum leverage ratio covenant for the quarter ending December 31, 2008 and also failed to repay its Term Loan and Revolving Credit Facility upon maturity on February 27, 2009. Each of these events constitutes a separate default under the Company’s agreements with its lenders. The occurrence of these defaults allow the lenders to exercise their rights and remedies as defined under the respective agreements, including acceleration of the maturity of the related obligations, which raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/S/ PricewaterhouseCoopers LLP
New York, New York
March 30, 2009

F-2

WESTOOD ONE, INC.

CONSOLIDATED BALANCE SHEET

(In thousands, except share and per share amounts)

	December 31,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,437		$	6,187
Accounts receivable, net of allowance for doubtful accounts of $3,632 (2008) and $3,602 (2007)		94,273			108,271
Warrants, current portion		—			9,706
Prepaid and other assets		18,758			13,990
Total Current Assets		119,468			138,154
Property and equipment, net		30,417			33,012
Goodwill		33,988			464,114
Intangible assets, net		2,660			3,443
Deferred tax asset		14,220			12,916
Other assets		4,335			18,118
TOTAL ASSETS	$	205,088		$	669,757
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	27,807		$	17,378
Amounts payable to related parties		22,680			30,859
Deferred revenue		2,397			5,815
Income taxes payable		—			7,246
Accrued expenses and other liabilities		25,565			29,562
Current maturity of long-term debt		249,053			—
Total Current Liabilities		327,502			90,860
Long-term debt		—			345,244
Other liabilities		6,993			6,022
TOTAL LIABILITIES		334,495			442,126
Commitments and Contingencies
Redeemable preferred stock: $.01 par value, authorized: 10,000 shares; issued and outstanding: 75 shares of Series A Convertible Preferred Stock; liquidation preference $1,000 per share, plus accumulated dividends		73,738			—
SHAREHOLDERS’ (DEFICIT) EQUITY
Common stock, $.01 par value: authorized: 300,000 shares; issued and outstanding: 101,253 (2008) and 87,105 (2007)		1,013			872
Class B stock, $ .01 par value: authorized: 3,000 shares; issued and outstanding: 292 (2008 and 2007)		3			3
Additional paid-in capital		293,120			290,786
Net unrealized gain		267			5,955
Accumulated deficit		(497,548	)		(69,985	)
TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY		(203,145	)		227,631
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	205,088		$	669,757

   

See accompanying notes to consolidated financial statements 

F-3

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Year Ended December 31,
	2008			2007			2006
NET REVENUE	$	404,416		$	451,384		$	512,085
Operating Costs (includes related party expenses of $73,049, $66,633 and $75,514 respectively)		360,492			350,440			395,196
Depreciation and Amortization (includes related party warrant amortization of $1,618, $9,706 and $9,706 respectively)		11,052			19,840			20,756
Corporate General and Administrative Expenses (includes related party expenses of $610, $3,394 and $3,273, respectively)		13,442			13,171			14,618
Goodwill Impairment		430,126			—			515,916
Restructuring Charges		14,100			—			—
Special Charges (includes related party expenses of $5,000, $0 and $0, respectively)		13,245			4,626			1,579
		842,457			388,077			948,065
OPERATING (LOSS) INCOME		(438,041	)		63,307			(435,980	)
Interest Expense		16,651			23,626			25,590
Other Income		(12,369	)		(411	)		(926	)
INCOME (LOSS) BEFORE INCOME TAX		(442,323	)		40,092			(460,644	)
INCOME TAX (BENEFIT) EXPENSE		(14,760	)		15,724			8,809
NET (LOSS) INCOME	$	(427,563	)	$	24,368		$	(469,453	)
NET (LOSS) INCOME attributable to Common Shareholders	$	(427,563	)	$	24,368		$	(469,453	)
(LOSS) EARNINGS PER SHARE
COMMON STOCK
BASIC	$	(4.39	)	$	0.28		$	(5.46	)
DILUTED	$	(4.39	)	$	0.28		$	(5.46	)
CLASS B STOCK
BASIC	$	—		$	0.02		$	0.26
DILUTED	$	—		$	0.02		$	0.26
WEIGHTED AVERAGE SHARES OUTSTANDING:
COMMON STOCK
BASIC		98,015			86,112			86,013
DILUTED		98,015			86,426			86,013
CLASS B STOCK
BASIC		292			292			292
DILUTED		292			292			292

   

See accompanying notes to consolidated financial statements 

F-4

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY

(In thousands)

																	Unrealized
														(Accumulated			Gain on									Total
											Additional			Deficit)			Available									Share-			Compre-
	Common Stock						Class B Stock				Paid-in			Retained			for Sale			Treasury Stock						holders’			hensive
	Shares			Amount			Shares		Amount		Capital			Earnings			Securities			Shares			Amount			Equity			Income (Loss)
Balance as of December 31, 2005		86,674		$	867			292	$	3	$	300,419		$	402,740		$	—			—		$	—		$	704,029
Net loss for 2006		—			—			—		—		—			(469,453	)		—			—			—			(469,453	)		(469,453	)
Comprehensive income		—			—			—		—		—			—			4,570			—			—			4,570			4,570
Equity based compensation		—			—			—		—		12,269			—			—			—			—			12,269			—
Issuance common stock under equity based compensation plans		387			4			—		—		388			—			—			—			—			392			—
Excess windfall (shortfall) benefits on stock option exercises		—			—			—		—		(131	)		—			—			—			—			(131	)		—
Cancellations of vested equity grants		—			—			—		—		(10,351	)		—			—			—			—			(10,351	)		—
Cancellation of warrants		—			—			—		—		290			—			—			—			—			290			—
Cash dividend paid		—			—			—		—		—			(27,640	)		—			—			—			(27,640	)		—
Purchase of treasury stock		—			—			—		—		—			—			—			(750	)		(11,044	)		(11,044	)		—
Retirement of treasury stock		(750	)		(7	)		—		—		(11,037	)		—			—			750			11,044			—			—
Balance as of December 31, 2006		86,311		$	864			292	$	3	$	291,847		$	(94,353	)	$	4,570			—		$	—		$	202,931		$	(464,883	)
Net income for 2007		—			—			—		—		—			24,368			—			—			—			24,368			24,368
Comprehensive income		—			—			—		—		—			—			1,385			—			—			1,385			1,385
Equity based compensation		—			—			—		—		9,606			—			—			—			—			9,606			—
Issuance common stock under equity based compensation plans		794			8			—		—		(344	)		—			—			—			—			(336	)		—
Cancellations of vested equity grants		—			—			—		—		(7,099	)		—			—			—			—			(7,099	)		—
Cancellation of warrants		—			—			—		—		(1,561	)		—			—			—			—			(1,561	)		—
Cash dividend paid		—			—			—		—		(1,663	)		—			—			—			—			(1,663	)		—
Balance as of December 31, 2007		87,105		$	872			292	$	3	$	290,786		$	(69,985	)	$	5,955			—		$	—		$	227,631		$	25,753
Net loss for 2008		—			—			—		—		—			(427,563	)		—			—			—			(427,563	)		(427,563	)
Comprehensive income		—			—			—		—		—			—			(5,688	)		—			—			(5,688	)		(5,688	)
Equity based compensation		—			—			—		—		5,443			—			—			—			—			5,443			—
Issuance common stock under equity based compensation plans		110			1			—		—		(1,727	)		—			—			—			—			(1,726	)		—
Issuance of common stock		14,038			140			—		—		22,471			—			—			—			—			22,611			—
Issuance of warrants		—			—			—		—		440			—			—			—			—			440			—
Cancellations of vested equity grants		—			—			—		—		(4,722	)		—			—			—			—			(4,722	)		—
Cancellation of warrants		—			—			—		—		(19,571	)		—			—			—			—			(19,571	)		—
Balance as of December 31, 2008		101,253		$	1,013			292	$	3	$	293,120		$	(497,548	)	$	267			—		$	—		$	(203,145	)	$	(433,251	)

   

See accompanying notes to consolidated financial statements 

F-5

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2008			2007			2006
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) income	$	(427,563	)	$	24,368		$	(469,453	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		11,052			19,840			20,756
Goodwill Impairment		430,126			—			515,916
Loss on disposal of property and equipment		1,257			—			—
Deferred taxes		(13,907	)		(6,480	)		(20,546	)
Non-cash stock compensation		5,443			9,606			12,269
Gain on sale of marketable securities		(12,420	)		—			—
Amortization of deferred financing costs		1,674			481			359
		(4,338	)		47,815			59,301
Changes in assets and liabilities:
Decrease in Accounts receivable		13,998			7,234			17,278
(Increase) Decrease in Prepaid and other assets		(2,515	)		(990	)		6,367
(Decrease) in Deferred revenue		(3,418	)		(2,335	)		(936	)
(Decrease) Increase in Income taxes payable		(7,246	)		1,097			(15,724	)
Increase (Decrease) in Accounts payable, accrued expenses and other liabilities		13,736			(29,435	)		32,813
(Decrease) Increase in Amounts payable to related parties		(8,179	)		4,515			5,152
Net Cash Provided By Operating Activities		2,038			27,901			104,251
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures		(7,313	)		(5,849	)		(5,880	)
Proceeds from sale of marketable securities		12,741			—			—
Collection of loan receivable		—			—			2,000
Acquisition of companies and other		—			—			75
Net Cash Provided (Used) In Investing Activities		5,428			(5,849	)		(3,805	)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock		22,760			—			392
Issuance of series A convertible preferred stock and warrants		74,168			—			—
Debt repayments and payments of capital lease obligations		(104,737	)		(25,730	)		(60,685	)
Termination of swap contracts		2,150			—			—
Dividend payments		—			(1,663	)		(27,640	)
Repurchase of common stock		—			—			(11,044	)
Deferred financing costs		(1,556	)		—			(352	)
Excess windfall tax benefits from stock option exercises		—			—			12
Net Cash Used in Financing Activities		(7,216	)		(27,393	)		(99,317	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		250			(5,341	)		1,129
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		6,187			11,528			10,399
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,437		$	6,187		$	11,528

   

See accompanying notes to consolidated financial statements 

F-6

NOTE 1 — Summary of Significant Accounting Policies:

Nature of Business

In this report, “Westwood One,” “Company,” “registrant,” “we,” “us” and “our” refer to Westwood One, Inc. We are a provider of programming, information services and content to the radio, TV and digital sectors. We are one of the largest domestic outsource providers of traffic reporting services and one of the nation’s largest radio networks, producing and distributing national news, sports, talk, music and special event programs, in addition to local news, sports, weather, video news and other information programming. We deliver our content to over 5,000 radio and television stations in the U.S. The commercial airtime that we sell to our advertisers is acquired from radio and television affiliates in exchange for our programming, content, information, and in certain circumstances, cash compensation.

From 1994 to 2008, Westwood One was managed by CBS Radio, Inc. (“CBS Radio”, previously known as Infinity Broadcasting Corporation (“Infinity”), a wholly-owned subsidiary of CBS Corporation, pursuant to a management agreement between us and CBS Radio (then Infinity) which was scheduled to expire on March 31, 2009 (the “Management Agreement”)). On October 2, 2007, we entered into a new arrangement with CBS Radio that was approved by shareholders on February 12, 2008 and became effective on March 3, 2008. On such date, the Management Agreement terminated. See Note 2 – “Related Party Transactions” for additional information with respect to the new arrangement.

Basis of Presentation, Going Concern and Management Plans

The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred significant declines in operating results since 2002. In the fourth quarter of 2008, we failed to pay our most recent semi-annual interest payment due in respect of the existing Senior Notes and were not in compliance with our maximum leverage ratio covenant under the existing Facility and the Senior Notes at December 31, 2008. Both of these events constitute a separate default under the existing Term Loan and Revolving Credit Facility (collectively the “Facility”) and the Senior Notes. In addition, on February 27, 2009, our outstanding Facility matured and became due and payable in its entirety. We did not pay such amount, which also constitutes an event of default under the Facility and the Senior Notes. Our lenders have not sought to exercise remedies that may be available to them under applicable law or their respective existing debt agreements. The parties are currently working on negotiating definitive documentation relating to a refinancing of all of our outstanding indebtedness (approximately $247,000, including unpaid interest see Note 6), however, there can be no assurance that the parties will consummate the refinancing or that the lenders will not seek to exercise remedies that may be available to them prior to any such consummation. If we are unable to consummate the refinancing or the lenders choose to exercise the remedies available to them, we would be forced to seek the protection of the bankruptcy laws. Any of these events would have a material and adverse effect on us and accordingly, currently raises substantial doubt about our ability to continue as a going concern.

As currently contemplated, we expect the refinancing will result in our having the following debt: a new series of secured notes of $117,500 maturing on July 15, 2012; a new $15,000 senior unsecured revolver and a new $20,000 unsecured subordinated term loan. Each of the foregoing will have new debt and financial covenants.

Principles of Consolidation

The consolidated financial statements include the accounts of all majority and wholly-owned subsidiaries.

Geographic and Segment Information

Statement of Financial Accounting Standards 131, “Disclosures about Segments of an Enterprise and Related Information” requires disclosure of financial and descriptive information about reportable operating segments, revenue by products or services, and revenue and assets by geographic areas. We established a new organizational structure in the fourth quarter of 2008, pursuant to which we manage and report our business in two operating segments: Network and Metro/Traffic. We evaluated performance based on segment operating (loss) income. Administrative functions such as finance, human resources and information systems are centralized. However, where applicable, portions of the administrative function costs are allocated between the operating segments. The operating segments do not share programming or report distribution.

F-7

Revenue Recognition

Revenue is recognized when earned, which occurs at the time commercial advertisements are broadcast. Payments received in advance are deferred until earned and such amounts are included as a component of Deferred Revenue in the accompanying Balance Sheet.

We considered matters such as credit and inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the consolidated statement of operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within Revenue with no corresponding operating expenses.

Barter transactions represent the exchange of commercial announcements for programming rights, merchandise or services. These transactions are recorded at the fair market value of the commercial announcements relinquished, or the fair value of the merchandise and services received. A wide range of factors could materially affect the fair market value of commercial airtime sold in future periods (See the section entitled “Cautionary Statement regarding Forward-Looking Statements” in Item 1 and Item 1A “Risk Factors”), which would require us to increase or decrease the amount of assets and liabilities and related revenue and expenses recorded from prospective barter transactions.

Revenue is recognized on barter transactions when the advertisements are broadcast. Expenses are recorded when the merchandise or service is utilized. Barter revenue of $13,152, $15,854 and $22,923 has been recognized for the years ended December 31, 2008, 2007 and 2006, respectively, and barter expenses of $12,740, $16,116 and $19,433 have been recognized for the years ended December 31, 2008, 2007 and 2006, respectively.

Equity-Based Compensation

We account for equity based compensation under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”) which requires that companies record expense for stock compensation on a fair value based method.

Depreciation

Depreciation is computed using the straight line method over the estimated useful lives of the assets, as follows:

Buildings	40 years
Leasehold Improvements	Shorter of life or lease term
Recording, broadcasting and studio equipment	5 – 10 years
Furniture and equipment and other	3 – 10 years

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Management continually evaluates its estimates and judgments including those related to allowances for doubtful accounts, useful lives of property, plant and equipment and intangible assets and the valuation of such, barter inventory, fair value of stock options granted, forfeiture rate of equity based compensation grants, income taxes and valuation allowances on such and other contingencies. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable in the circumstances. Actual results may differ from those estimates under different assumptions or conditions.

F-8

Cash Equivalents

We consider all highly liquid instruments purchased with a maturity of less than three months to be cash equivalents. The carrying amount of cash equivalents approximates fair value because of the short maturity of these instruments.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses which may result from the inability of our customers to make required payments. We base our allowance on the likelihood of recoverability of accounts receivable by aging category, based on past experience and taking into account current collection trends that are expected to continue. If economic or specific industry trends worsen beyond our estimates, we would be required to increase our allowance for doubtful accounts. Alternatively, if trends improve beyond our estimates, we would be required to decrease our allowance for doubtful accounts. Our estimates are reviewed periodically, and adjustments are reflected through bad debt expense in the period they become known. Changes in our bad debt experience can materially affect our results of operations. Our allowance for bad debts requires us to consider anticipated collection trends and requires a high degree of judgment. In addition, as fully described herein, our results in any reporting period could be impacted by relatively few but significant bad debts.

Program Rights

Program rights are stated at the lower of cost, less accumulated amortization, or net realizable value. Program rights and the related liabilities are recorded when the license period begins and the program is available for use, and are charged to expense when the event is broadcast.

Financial Instruments

We use derivative financial instruments (fixed-to-floating interest rate swap agreements) for the purpose of hedging specific exposures and hold all derivatives for purposes other than trading. All derivative financial instruments held reduce the risk of the underlying hedged item and are designated at inception as hedges with respect to the underlying hedged item. Hedges of fair value exposure are entered into in order to hedge the fair value of a recognized asset, liability or a firm commitment. Derivative contracts are entered into with major creditworthy institutions to minimize the risk of credit loss and are structured to be 100% effective. In 2007, we had designated the interest rate swaps as a fair value hedge. Accordingly pursuant to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, the fair value of the swaps were included in other current assets (liabilities) on the consolidated balance sheet with a corresponding adjustment to the carrying value of the underlying debt at December 31, 2007. In December 2008 we terminated the remaining interest rate swaps, resulting in cash proceeds of $2,150, which has been classified as a financing cash inflow in our Statement of Cash Flows. The resulting gain of $2,150 from the termination of the derivative contracts is being amortized over the life of the debt.

Goodwill and Intangible Assets

Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with Statement of Financial Accounting Standards No. 142 (“SFAS 142”) “Goodwill and Other Intangible Assets”, the value assigned to goodwill and indefinite lived intangible assets is not amortized to expense, but rather the estimated fair value of the reporting unit is compared to its carrying amount on at least an annual basis to determine if there is a potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill and intangible assets is less than their carrying value.

Prior to 2008, we operated as a single reportable operating segment: the sale of commercial time. As part of our re-engineering initiative implemented in the second half of 2008, we installed separate management for the Network and Metro/Traffic divisions providing discrete financial information and management oversight. Accordingly, we have determined that each division is an operating segment. A reporting unit is the operating segment or a business which is one level below the operating segment. Our reporting units are consistent with our operating segments and impairment has been tested at this level.

F-9

In order to estimate the fair values of assets and liabilities a company may use various methods including discounted cash flows, excess earnings, profit split and income methods. Utilization of any of these methods requires that a company make important assumptions and judgments about future operating results, cash flows, discount rates, and the probability of various scenarios, as well as the proportional contribution of various assets to results and other judgmental allocations. In conjunction with the change to two reporting units, we determined that using the discounted cash flow model in its entirety to be the best evaluation of the fair value of our two reporting units. In prior periods, we evaluated the fair value of our one reporting unit based on a weighted average of seventy-five percent from a discounted cash flow approach and twenty-five percent from the quoted market price of our stock.

On an annual basis and upon the occurrence of certain events, we are required to perform impairment tests on our identified intangible assets with indefinite lives, including goodwill, which testing could impact the value of our business. In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $430,126 ($206,053 in the second quarter and $224,073 in the fourth quarter as a result of our annual impairment test). The remaining value of our goodwill is approximately $33,988.

Intangible assets subject to amortization primarily consist of affiliation agreements that were acquired in prior years. Such affiliate contracts, when aggregated, create a nationwide audience that is sold to national advertisers. The intangible asset values assigned to the affiliate agreements for each acquisition were determined based upon the expected discounted aggregate cash flows to be derived over the life of the affiliate relationship. The method of amortizing the intangible asset values reflects, based upon our historical experience, an accelerated rate of attrition in the affiliate base over the expected life of the affiliate relationships. Accordingly, we amortized the value assigned to affiliate agreements on an accelerated basis (periods ranging from 4 to 20 years with a weighted-average amortization period of approximately 8 years) consistent with the pattern of cash flows which are expected to be derived. We review the recoverability of our finite-lived intangible assets for recoverability whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparison to associated undiscounted cash flows. No impairment of intangible assets has been identified in any period presented.

Income Taxes

We use the asset and liability method of financial accounting and reporting for income taxes required by Statement of Financial Accounting Standards No. 109 (“SFAS 109”), “Accounting for Income Taxes”. Under SFAS 109, deferred income taxes reflect the tax impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes.

Effective January 1, 2007, we adopted FIN No. 48, “Accounting for Uncertainty in Income Taxes” which resulted in no material adjustment in the liability for unrecognized tax benefits. We classified interest expense and penalties related to unrecognized tax benefits as income tax expense. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with this interpretation is a two-step process. The first step is recognition, in which the enterprise determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements.

We determined, based upon the weight of available evidence, that it is more likely than not that our deferred tax asset will be realized. We have experienced a long history of taxable income which would enable us to carryback any potential future net operating losses and taxable temporary differences that can be used as a source of income. As such, no valuation allowance was recorded during the year ended December 31, 2008. We will continue to assess the need for a valuation allowance at each future reporting period.

F-10

Earnings per Share

We have outstanding two classes of common stock (common stock and Class B stock) and a class of preferred stock (7.50% Series A Convertible Preferred Stock, referred to herein as the “Series A Preferred Stock”). Both the Class B stock and the Series A Preferred Stock are convertible to common stock. With respect to dividend rights, the common stock is entitled to cash dividends of at least ten percent higher than those declared and paid on our Class B stock, and the Series A Preferred Stock is also entitled to dividends as discussed in Note 3 The Series A Preferred Stock is therefore considered a participating security requiring use of the “two-class” method for the computation of basic net income (loss) per share in accordance with EITF 03-06. Losses are not allocated to the Series A Preferred Stock in the computation of basic earnings per share as the Series A Preferred Stock is not obligated to share in losses. Diluted earnings per share is computed using the “if-converted” method.

Basic earnings per share (“EPS”) excludes the effect of common stock equivalents and is computed using the “two-class” computation method, which divides the sum of distributed earnings to common and Class B stockholders and undistributed earnings allocated to Common stockholders and Series A Preferred stockholders on a pro rata basis, after Series A Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflects the potential dilution that could result if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method and the conversion of Class B stock and Series A Preferred Stock using the “if-converted” method.

F-11

The following is a reconciliation of our shares of common stock and Class B stock outstanding for calculating basic and diluted net (loss) income per share:

	Year Ended December 31,
	2008			2007		2006
Net (Losses) Income	$	(427,563	)	$	24,368	$	(469,453	)
Less: Accumulated Preferred Stock dividends		(3,081	)		—		—
Less: distributed earnings to Common shareholders		—			1,658		27,565
Less: distributed earnings to Class B shareholders		—			5		75
Undistributed earnings	$	(430,644	)	$	22,705	$	(497,093	)
Earnings — Common stock
Basic
Distributed earnings to Common shareholders	$	—		$	1,658	$	27,565
Undistributed earnings allocated to Common shareholders		(430,644	)		22,705		(497,093	)
Total Earnings — Common stock, basic	$	(430,644	)	$	24,363	$	(469,528	)
Diluted
Distributed earnings to Common shareholders	$	—		$	1,658	$	27,565
Distributed earnings to Class B shareholders		—			5		—
Undistributed earnings allocated to Common shareholders		(430,644	)		22,705		(497,093	)
Total Earnings — Common stock, diluted	$	(430,644	)	$	24,368	$	(469,528	)
Weighted average Common shares outstanding, basic		98,015			86,112		86,013
Share-based compensation		—			22		—
Warrants		—			—		—
Weighted average Class B shares		292			292		292
Weighted average Common shares outstanding, diluted		98,307			86,426		86,305
(Loss) Earnings per Common share, basic
Distributed earnings, basic	$	—		$	0.02	$	0.32
Undistributed earnings — basic		(4.39	)		0.26		(5.78	)
Total	$	(4.39	)	$	0.28	$	(5.46	)
(Loss) Earnings per Common share, diluted
Distributed earnings, diluted	$	—		$	0.02	$	0.32
Undistributed earnings — diluted		(4.39	)		0.26		(5.78	)
Total	$	(4.39	)	$	0.28	$	(5.46	)
Earnings per share — Class B Stock
Basic
Distributed earnings to Class B shareholders	$	—		$	5	$	75
Undistributed earnings allocated to Class B shareholders		—			—		—
Total Earnings — Class B Stock, basic	$	—		$	5	$	75
Diluted
Distributed earnings to Class B shareholders	$	—		$	5	$	75
Undistributed earnings allocated to Class B shareholders		—			—		—
Total Earnings — Class B Stock, diluted	$	—		$	5	$	75

F-12

	Year Ended December 31,
	2008		2007		2006
Weighted average Class B shares outstanding, basic		292		292		292
Share-based compensation		—		—		—
Warrants		—		—		—
Weighted average Class B shares outstanding, diluted		292		292		292
Earnings per Class B share, basic
Distributed earnings, basic	$	—	$	0.02	$	0.26
Undistributed earnings — basic		—		—		—
Total	$	—	$	0.02	$	0.26
Earnings per Class B share, diluted
Distributed earnings, diluted	$	—	$	0.02	$	0.26
Undistributed earnings — diluted		—		—		—
Total	$	—	$	0.02	$	0.26

Common equivalent shares are excluded in periods in which they are anti-dilutive. The following options, restricted stock, restricted stock units and warrants were excluded from the calculation of diluted earnings per share because the combined exercise price, unamortized fair value, and excess tax benefits were greater than the average market price of our common stock for the years presented:

	2008		2007		2006
Options		7,000		6,426		6,993
Restricted Stock		364		971		326
Restricted Stock Units		1,216		203		226
Warrants		10,000		3,000		3,500

The per share exercise prices of the options excluded were $0.05-$38.34 in 2008, $1.87-$38.34 in 2007 and $9.13-$38.34 in 2006. The per share exercise prices of the warrants excluded were $5-$7 in 2008, and $43.11-$67.98 in 2007 and 2006.

Recent Accounting Pronouncements

In October 2008, the FASB issued FSP 157-3 (“FSP 157-3”) “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.” FSP 157-3 clarifies the applications of SFAS No. 157 in a market that is not active, and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP 157-3 is effective immediately for all periods presented in accordance with SFAS No. 157 (defined below). The adoption of FSP 157-3 did not have any significant impact on our consolidated financial statements or the fair values of our financial assets and liabilities.

In February 2008, FSP 157-1 “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” was issued. FSP 157-1 removed leasing transactions accounted for under Statement 13 and related guidance from the scope of SFAS No. 157. FSP 157-2 “Partial Deferral of the Effective Date of Statement 157” (FSP 157-2), also issued in February 2008, deferred the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008. The implementation of this standard is not anticipated to have a material impact on our consolidated financial position and results of operation.

In September 2006, the FASB issued “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 establishes a common definition of fair value to be applied to US GAAP guidance that requires the use of fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except for certain non-financial assets where the effective date will be January 1, 2009. Our adoption of SFAS No. 157 did not have a material effect on the consolidated financial position or results of operations.

F-13

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 expands quarterly disclosure requirements in SFAS No. 133 about an entity’s derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. We will include the relevant disclosures in our financial statements beginning with the first quarter of 2009.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in our financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, and will be adopted by us in the first quarter of fiscal 2009.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 establishes requirements for ownership interests in subsidiaries held by parties other than the parent (sometimes called “minority interests”) to be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. All changes in the parent’s ownership interests are required to be accounted for consistently as equity transactions and any non-controlling equity investments in unconsolidated subsidiaries must be measured initially at fair value. SFAS No. 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements.

Reclassifications and Revisions

In 2008, we recorded various adjustments related to prior periods including a reduction of stock-based compensation expense of $1,225, an increase to salary expense to record unused vacation time of $1,107, a write-off of fixed assets of $705 and an unrealized gain of $665.

Certain amounts reported in 2006 have been reclassified to conform to the current year presentation. Revenue from certain contracts were previously recorded net of expenses paid to third party partners. In 2007, we had determined that we should be recording the related revenue and expense gross in our statement of operations. Accordingly, revenue and operating costs for 2006 were increased by $18,089. In addition, a portion of a health care cost credit previously reflected entirely within corporate general and administrative expenses has been reclassified to operating costs. As a result, operating costs for 2006 decreased and corporate general and administrative expenses increased by $1,413.

We conducted an analysis of the impact of such errors and adjustments on various line items of our financial statements and concluded that such errors and adjustments are not material to our Consolidated Financial Statements at December 31, 2008, and did not have any impact on any key trend or indicator of us, including our debt covenants. Accordingly, we determined the adjustments described above are not material to our Consolidated Financial Statements for 2008 or for any prior period’s Consolidated Financial Statements. As a result, we have not restated any prior period amounts.

NOTE 2 — Related Party Transactions:

CBS Radio

On March 3, 2008, we closed on the Master Agreement entered into on October 2, 2007 with CBS Radio, which documents a long-term agreement through March 31, 2017. As part of the new agreement, CBS Radio agreed to broadcast certain of our local/regional and national commercial inventory through March 31, 2017 in exchange for certain programming and/or cash compensation. Additionally, the News Programming Agreement, the Technical Services Agreement and the Trademark License Agreement were amended and restated and extended through March 31, 2017. The previous Management Agreement and Representation Agreement were cancelled on March 3, 2008 and $16,300 of compensation previously paid to CBS Radio under those agreements were added to the maximum potential compensation CBS Radio could earn pursuant to its station affiliation with us. In addition, all warrants previously granted to CBS Radio were cancelled on March 3, 2008.

F-14

CBS Radio owns 16,000 shares of our common stock and prior to March 3, 2008 provided ongoing management services to us under the terms of the Management Agreement. As payment for services received under the previous Management Agreement, we compensated CBS Radio via an annual base fee and provided CBS Radio the opportunity to earn an incentive bonus if we exceeded pre-determined targeted cash flows. For the years ended December 31, 2008, 2007 and 2006, we paid CBS Radio a base fee of $610, $3,394 and $3,273, respectively. No incentive bonus was paid to CBS Radio in such years as targeted cash flow levels were not achieved during such periods.

Additionally, we granted to CBS Radio seven fully vested and non-forfeitable warrants to purchase 4,500 shares of our common stock in the aggregate (comprised of two warrants to purchase 1,000 shares of common stock per warrant and five warrants to purchase 500 shares of common stock per warrant). Of the seven warrants issued, two 1,000 share warrants had an exercise price of $43.11 and $48.36, respectively, and become exercisable: (A) if the average price of our common stock reaches a price of $64.67 and $77.38, respectively, for at least 20 out of 30 consecutive trading days for any period throughout the ten year term of the warrants or (B) upon the termination of the Management Agreement by us in certain circumstances as described in the terms of such warrants.

The exercise prices for the five remaining warrants were equal to $38.87, $44.70, $51.40, $59.11 and $67.98, respectively. These warrants each had a term of 10 years (only if they become exercisable) and were exercisable on January 2, 2005, 2006, 2007, 2008, and 2009, respectively, subject to a trading price condition. The trading price condition specified that the average price of our common stock for each of the 15 trading days prior to January 2 of the applicable year (commencing on January 2, 2005 with respect to the first 500 warrant tranche and each January 2 thereafter for each of the remaining four warrants) must be equal to at least both the exercise price of the warrant and 120% of the corresponding prior year 15 day trading average. Our stock price did not equal or exceed the predetermined levels with respect to the 2005, 2006, 2007 and 2008 warrants, and therefore, the warrants never became exercisable. In connection with the cancellation of these warrants, on March 3, 2008 we reduced the related deferred tax asset, resulting in a reduction of additional paid in capital of $9,056.

In connection with the issuance of warrants to CBS Radio in May 2002, we originally reflected the fair value of the warrant issuance of $48,530 as a component of Other Assets with a corresponding increase to Additional Paid in Capital in the accompanying Consolidated Balance Sheet. Upon commencement of the term of the service period to which the warrants relate (April 1, 2004), we commenced amortizing the cost of the warrants ratably over the five-year service period. At December 31, 2007, the unamortized value of the May 2002 warrants was $12,132, of which $9,706 was included as a component of Prepaid and Other Assets and $2,426 was included as a component of Other Assets in the accompanying Consolidated Balance Sheet. Related Amortization Expense was $1,618 in 2008 and $9,706 in 2007 and 2006.

In addition to the Management Agreement described above, we also entered into other transactions with CBS Radio and affiliates of CBS Radio, including Viacom, in the normal course of business. Such arrangements include a Representation Agreement (including a related news programming agreement, a license agreement and a technical services agreement with an affiliate of CBS Radio — collectively referred to as the “Representation Agreement”) to operate the CBS Radio Networks, affiliation agreements with many of CBS Radio’s owned and operated radio stations and the purchase of programming rights from CBS Radio and affiliates of CBS Radio. The Management Agreement provided that all transactions between us and CBS Radio or its affiliates, other than the Management Agreement and Representation Agreement which were ratified by our shareholders, must be on a basis that is at least as favorable to us as if the transactions were entered into with an independent third party. In addition, subject to specified exceptions, all agreements between us and CBS Radio or any of its affiliates must be approved by our Board of Directors.

F-15

We incurred the following expenses as a result of transactions with CBS Radio or its affiliates in the following years:

	2008		2007		2006
Representation Agreement	$	15,440	$	27,319	$	27,142
Programming and Affiliations		57,609		39,314		48,372
Management Agreement (excluding warrant amortization)		610		3,394		3,273
Warrant Amortization		1,618		9,706		9,706
Payment upon closing of Master Agreement		5,000		—		—
	$	80,277	$	79,733	$	88,493

Expenses incurred for the Representation Agreement and programming and affiliate arrangements are included as a component of Operating Costs in the accompanying Consolidated Statement of Operations. Expenses incurred for the Management Agreement (excluding warrant amortization) and amortization of the warrants granted to CBS Radio under the Management Agreement (through March 3, 2008) were included as a component of Corporate, General and Administrative Expenses and Depreciation and Amortization, respectively, in the accompanying Consolidated Statement of Operations. The description and amounts regarding related party transactions set forth in these consolidated financial statements and related notes also reflect transactions between us and Viacom. Viacom is an affiliate of CBS Radio, as National Amusements, Inc. beneficially owns a majority of the voting powers of all classes of common stock of each of CBS Corporation and Viacom.

POP Radio

We also have a related party relationship, including a sales representation agreement, with our investee, POP Radio, L.P., which is described in Note 5 — “Acquisitions and Investments.”

NOTE 3 — Property and Equipment:

	December 31,
	2008		2007
Property and equipment is recorded at cost and is summarized as follows:
Land, buildings and improvements	$	11,999	$	12,188
Recording, broadcasting and studio equipment		75,907		71,090
Furniture, equipment and other		18,445		19,274
	$	106,351	$	102,552
Less: Accumulated depreciation and amortization		75,934		69,540
Property and equipment, net	$	30,417	$	33,012

Depreciation expense was $8,652, $9,134 and $9,693 for the year ended December 31, 2008, 2007 and 2006, respectively. In 2001, we entered into a capital lease for satellite transponders totaling $6,723. Accumulated amortization related to the capital lease was $4,949 and $4,258 as of December 31, 2008 and 2007, respectively.

NOTE 4 — Goodwill and Intangible Assets:

Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”), the value assigned to goodwill and indefinite lived intangible assets is not amortized to expense, but rather the estimated fair value of the reporting unit is compared to its carrying amount on at least an annual basis to determine if there is a potential impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill and intangible assets is less than their carrying value.

F-16

Prior to the fourth quarter 2008, we operated as a single reportable operating segment: the sale of commercial time. As part of our Metro/Traffic re-engineering initiative implemented in the fourth quarter of 2008, we installed separate management for the Network and Metro/Traffic divisions providing discreet financial information and management oversight. Accordingly, we have determined that each division is an operating segment. A reporting unit is the operating segment or a business which is one level below the operating segment. Our reporting units are consistent with our operating segments and impairment has been tested at this level.

In the fourth quarter 2008, in conjunction with the change to two reporting units, we determined that solely using the income approach was the best evaluation of the fair value of our two reporting units. In prior periods, we evaluated the fair value of our reporting unit based on a weighted average of the income approach (75% weight) and the quoted market price of our stock (25% weight).

In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $430,126 ($206,053 in the second quarter and $224,073 in the fourth quarter). The remaining value of our goodwill is $33,988.

In using the income approach to test goodwill for impairment as of December 31, 2008, we made the following assumptions: (a) the discount rate was 14%; (b) market growth rates were based upon management’s estimates of future performance and (c) terminal growth rates were in the 2% to 3% range. The discount rate reflects the volatility of our operating performance and our common stock. The market growth rates and operating performance estimates reflect the current general economic pressures impacting both the national and a number of local economies, and specifically, national and local advertising revenues in the markets in which our affiliates operate.

Earlier in 2008, as a result of a continued decline in our operating performance and stock price, caused in part by reduced valuation multiples in the radio industry, we determined a triggering event had occurred and as a result performed an interim test to determine if our goodwill was impaired at June 30, 2008. The interim test resulted in an impairment of goodwill and accordingly, we recorded a non-cash charge of $206,053. The majority of the goodwill impairment charge is not deductible for income tax purposes.

In connection with the income approach portion of the goodwill impairment test as of June 30, 2008, we used the following assumptions: (a) the discount rate was 12%; (b) market growth rates that were based upon management’s estimates of future performance of our operations and (c) terminal growth rates were in the 2% to 3% range. The discount rate reflects the volatility of our operating performance and our common stock. The market growth rates and operating performance estimates used reflected the general economic pressures impacting both the national and a number of local economies, and specifically, national and local advertising revenues in the markets in which our affiliates operate as of June 30, 2008.

Determining the fair value of our reporting units requires our management to make a number of judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions and estimates; and it is possible that such differences could have a material impact on our financial statements. In addition to the various inputs (i.e. market growth, discount rates) that we use to calculate the fair value of our reporting units, we evaluate the reasonableness of our assumptions by comparing the total fair value of all our reporting units to our total market capitalization; and by comparing the fair value of our reporting units to recent or proposed transactions.

As noted above, we are required under SFAS 142 to test our goodwill on an annual basis or whenever events or changes in circumstances indicate that these assets might be impaired. As a result, if the current economic trends continue and the credit and capital markets continue to be disrupted, it is possible that we may record further impairments in 2009.

In connection with our annual goodwill impairment testing for 2007, we determined goodwill was not impaired at December 31, 2007.

For the year ended December 31, 2006, we determined there was an impairment of goodwill and recorded a non-cash charge of $515,916.

F-17

The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows:

	2008			2007
Balance as of January 1,	$	464,114		$	464,114
Impairment (Metro/Traffic)		(303,703	)		—
Impairment (Network)		(126,423	)		—
Balance as of December 31,	$	33,988		$	464,114

At December 31, 2008 and 2007, the gross value of our amortizable intangible assets was approximately $28,380, with accumulated amortization of approximately $25,720 and $24,937, respectively. Amortization expense was $783, $783 and $783 for the years ended December 31, 2008, 2007 and 2006, respectively. We estimated aggregate amortization expense for intangibles for fiscal year 2009, 2010, 2011, 2012 and 2013 will be $783, $734, $634, $134 and $134, respectively.

NOTE 5 — Acquisitions and Investments:

On December 22, 2008, we entered into a License and Services Agreement with TrafficLand which provides us with a three-year license to market and distribute TrafficLand services and products. Concurrent with the execution of the License Agreement, we entered into an option agreement with TrafficLand granting us the right to acquire 100% of the stock of TrafficLand pursuant to the terms of a merger agreement which the parties have negotiated and placed in escrow. Specifically, if we pay the first $3,000 of fees under the License Agreement on or before February 20, 2009, we will have the right to cause the merger agreement to be released from escrow at any time between that payment date and March 31, 2009. Since we have made the minimum Payments required under the License Agreement, we may elect on our own to exercise our option to have the Merger Agreement released from escrow on or prior to April 15, 2009, at which time the Merger Agreement would have been deemed “executed”. The release of the Merger Agreement does not require that we close the merger, which remains subject to additional closing conditions, including the consent of our lenders. Upon consummation of the closing of the merger, the License Agreement would terminate. Costs of $800 associated with this transition have been expensed as of December 31, 2008.

As TrafficLand qualifies as a variable interest entity, we considered qualitative and quantitative factors to determine if we are the primary beneficiary pursuant to FIN 46(R) of this variable interest entity. In connection with the TrafficLand arrangement, as of December 31, 2008 we do not hold an equity interest or a debt interest in the variable interest entity, and we did not absorb a majority of the expected losses or residual returns. Therefore we do not qualify as the primary beneficiary and, accordingly, we have not consolidated this entity.

On March 29, 2006, our cost method investment in The Australia Traffic Network Pty Limited (“ATN”) was converted to 1,540 shares of common stock of Global Traffic Network, Inc. (“GTN”) in connection with the initial public offering of GTN on that date. The investment in GTN was sold during the quarter ended September 30, 2008 and we received proceeds of approximately $12,741 and realized a gain of $12,420. Such gain is included as a component of Other Income/(Loss) in the Consolidated Statement of Operations.

On October 28, 2005, we became a limited partner of POP Radio, LP (“POP Radio”) pursuant to the terms of a subscription agreement dated as of the same date. As part of the transaction, effective January 1, 2006, we became the exclusive sales representative of the majority of advertising on the POP Radio network for five years, until December 31, 2010, unless earlier terminated by the express terms of the sales representative agreement. We hold a 20% limited partnership interest in POP Radio. No additional capital contributions are required by any of the limited partners. This investment is being accounted for under the equity method. The initial investment balance was de minimis, and our equity in earnings of POP Radio through December 31, 2008 was de minimis.

On September 29, 2006, we, along with the other limited partners of POP Radio, elected to participate in a recapitalization transaction negotiated by POP Radio with Alta Communications, Inc. (“Alta”), in return for which we received $529 on November 13, 2006 which was recorded within Other Income in the Consolidated Statement of Operations for the year ended December 31, 2006. Pursuant to the terms of the transaction, if and when Alta elects to exercise warrants it received in connection with the transaction, our limited partnership interest in POP Radio will decrease from 20% to 6%.

F-18

NOTE 6 — Debt:

	2008		2007
Revolving Credit Facility/Term Loan	$	41,000	$	145,000
4.64% Senior Notes due on November 30, 2009		51,475		50,000
5.26% Senior Notes due on November 30, 2012		154,503		150,000
Deferred derivative gain		2,075
Fair market value of Swap		—		244
	$	249,053	$	345,244

On October 31, 2006 we amended our existing senior loan agreement with a syndicate of banks led by JP Morgan Chase Bank and Bank of America. The Facility, as amended, is comprised of an unsecured five-year $120,000 term loan and a five-year $150,000 revolving credit facility which was automatically reduced to $125,000 effective September 28, 2007. In connection with the original closing of the Facility on March 3, 2004, we borrowed the full amount of the term loan, the proceeds of which were used to repay the outstanding borrowings under a prior facility. Interest on the Facility is variable and is payable at a maximum of the prime rate plus an applicable margin of up to .25% or LIBOR plus an applicable margin of up to 1.25%, at our option. The applicable margin is determined by our Total Debt Ratio, as defined in the underlying agreements. The Facility contains covenants relating to dividends, liens, indebtedness, capital expenditures and restricted payments, as defined, interest coverage and leverage ratios.

On December 3, 2002 we issued, through a private placement, $150,000 of ten year Senior Notes due November 30, 2012 (interest at a fixed rate of 5.26%) and $50,000 of seven year Senior Notes due November 30, 2009 (interest at a fixed rate of 4.64%, collectively referred to as “Senior Notes” or “Notes”). Interest on the Notes is payable semi-annually in May and November. The Notes, which were unsecured, contain covenants relating to leverage and interest coverage ratios that are identical to those contained in our Facility. The Notes may be prepaid at the option of us upon proper notice and by paying principal, interest and an early payment penalty.

In addition, we entered into a seven-year interest rate swap agreement covering $25,000 notional value of our outstanding borrowings under the Senior Notes to effectively float the interest rate at three-month LIBOR plus 74 basis points and two ten-year interest rate swap agreements covering $75,000 notional value of our outstanding borrowings under the Senior Notes to effectively float the interest rate at three-month LIBOR plus 80 basis points. In total, the swaps covered $100,000 which represented 50% of the notional amount of Senior Notes. In November 2007, one of the ten-year interest rate swap agreements covering $50,000 notional value was cancelled, resulting in a payment of $576 to the counter-party. In December 2008, we terminated the remaining interest rate swaps, resulting in cash proceeds of $2,150, which has been classified as a financing cash inflow in our Statement of Cash Flows. The resulting gain of $2,150 from the termination of the derivative contracts is being amortized over the life of the debt.

On December 31, 2007, we had available borrowings under the Facility, subject to the restrictions of our covenants, of approximately $44,000. Additionally, at December 31, 2007, we had borrowed $145,000 under the Facility at a weighted-average interest rate of 6.8% (including the applicable margin of LIBOR plus 1.125%).

Effective February 28, 2008 (with the exception of clause (v) which was effective March 3, 2008), we amended the Facility to: (1) provide security to our lenders (including holders of our Notes); (2) reduce the amount of the revolving facility to $75,000; (3) increase the applicable margin on LIBOR loans to 1.75% and on prime rate loans to 0.75%; (4) change the allowable Total Debt Ratio to 4.0 times our Annualized Consolidated Operating Cash Flow through the remaining term of the Facility; (5) eliminate the provision that deemed the termination of the CBS Radio Management Agreement an event of default; and (6) include covenants prohibiting the payment of dividends and restricted payments. As noted above, as a result of providing the banks in the Facility with a security interest in our assets, the note holders were also provided with security pursuant to the terms of the Note Purchase Agreement.

F-19

As discussed in Note 1, in the fourth quarter of 2008, we failed to pay our most recent semi-annual interest payment due in respect of the existing Senior Notes and were not in compliance with our maximum leverage ratio covenant at December 31, 2008. Both of these events constitute a separate default under the Facility and the Senior Notes. In addition, on February 27, 2009, our outstanding Facility matured and became due and payable in its entirety. We did not pay such amount, which also constitutes an event of default under the Facility and the Senior Notes. Our lenders have not sought to exercise remedies that may be available to them under applicable law or their respective existing debt agreements. The parties are currently working towards a refinancing of all of our outstanding indebtedness (approximately $247,000), however, there can be no assurance that the parties will consummate the refinancing or that our lenders will not seek to exercise remedies that may be available to them prior to any such consummation. Accordingly, the debt is classified as current in the accompanying financial statements. The total debt obligation included in the balance sheet as of December 31, 2008 includes unpaid interest due in respect to the existing Senior Notes of $5,900.

On March 3, 2009, we reached a non-binding agreement in principle with our existing lenders to refinance all of our outstanding indebtedness (see Note 20 — Subsequent Events). The closing of these transactions remain subject to the negotiation of definitive documentation by us, our existing lenders, a new institutional lender and Gores, and customary closing conditions (antitrust regulatory approval was received on March 20, 2009). No assurance can be given that any of these parties will execute definitive documentation or that any of the contemplated transactions will occur at all. Failure to reach an agreement would have a material and adverse effect on us and, accordingly, raises substantial doubt about our ability to continue as a going concern.

The aggregate maturities of debt for the next four years and thereafter, pursuant to our debt agreements including unpaid interest as in effect at December 31, 2008, are as follows (excludes market value adjustments):

Year
2009	$	246,978
2010		—
2011		—
2012		—
	$	246,978

NOTE 7 — Financial Instruments:

Interest Rate Risk Management

In order to achieve a desired proportion of variable and fixed rate debt, we entered into a seven-year interest rate swap agreement covering $25,000 notional value of our outstanding borrowing to effectively float the majority of the interest rate at three-month LIBOR plus 74 basis points and two ten year interest rate swap agreements covering $75,000 notional value of our outstanding borrowing to effectively float majority of the interest rate at three-month LIBOR plus 80 basis points. In total, the swaps initially covered $100,000, which represented 50% of the notional amount of Senior Notes. These swap transactions allow us to benefit from short-term declines in interest rates while having the long-term stability of the other 50% of Senior Notes of fairly low fixed rates. In November 2007, we cancelled one of the ten-year swap agreements covering $50,000 notional value, by paying the counter-party $576. The instruments meet all of the criteria of a fair-value hedge and are classified in the same category as the item being hedged in the accompanying balance sheet. We have the appropriate documentation, including the risk management objective and strategy for undertaking the hedge, identification of the hedged instrument, the hedge item, the nature of the risk being hedged, and how the hedging instrument’s effectiveness offsets the exposure to changes in the hedged item’s fair value. In December 2008, we terminated the remaining interest rate swaps, resulting in cash proceeds of $2,150, which has been classified as a financing cash inflow in our Statement of Cash Flows. The resulting gain of $2,150 from the termination of the derivative contracts is being amortized over the life of the debt.

At December 31, 2007, prior to the unwinding of the swaps as described above, we had the following interest rate swaps:

	Interest Rate
Maturity Dates	Notional Principal Amount		Paid (1)		Received		Variable Rate Index
November 2009	$	25,000		5.08		3.91	3 Month LIBOR
November 2012	$	25,000		5.08		4.41	3 Month LIBOR

(1) The interest rate paid at December 31, 2006 was 5.37%.

F-20

The estimated fair value of our interest rate swaps at December 31, 2007 was $244. This balance was included in other assets in the accompanying Consolidated Balance Sheet.

Fair Value of Financial Instruments

Our financial instruments include cash, cash equivalents, receivables, accounts payable, borrowings and interest rate contracts. At December 31, 2008 and 2007, the fair values of cash and cash equivalents, receivables and accounts payable approximated carrying values because of the short-term nature of these instruments. In 2008, the estimated fair values of the borrowings were valued based on the current agreement in principle related to the refinancing as discussed in more detail in Note 20 — Subsequent Events. In 2007, the estimated fair values of other financial instruments subject to fair value disclosures, determined based on broker quotes or market quotes or rates for the same or similar instruments, and the related carrying amounts are as follows:

	December 31, 2008				December 31, 2007
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Borrowings (Short and Long Term)		249,053		158,100		345,000		345,732
Risk management contracts:
Interest rate swaps		—		—		244		244
Series A Preferred Stock		75,000		50,000		—		—

Credit Concentrations

We continually monitor our positions with, and the credit quality of, the financial institutions that are counterparties to our financial instruments, and do not anticipate nonperformance by the counterparties.

Our receivables do not represent a significant concentration of credit risk at December 31, 2008, due to the broad variety of customers and markets in which we operate.

NOTE 8 — Fair Value Measurements:

SFAS No. 157 establishes a common definition for fair value to be applied to U.S. GAAP requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. SFAS No. 157 is effective for financial assets and financial liabilities for fiscal years beginning after November 15, 2007.

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value Hierarchy

SFAS No. 157 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs) or reflect a company’s own assumptions of market participant valuation (unobservable inputs). In accordance with SFAS No. 157, these two types of inputs have created the following fair value hierarchy:

• Level 1 — Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

• Level 2 — Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

• Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

F-21

SFAS No. 157 requires the use of observable market data if such data is available without undue cost and effort.

Items Measured at Fair Value on a Recurring Basis

The following table sets forth our financial assets and liabilities that were accounted for, at fair value on a recurring basis as of December 31, 2008. These amounts are included in the Other Assets in the accompanying Balance Sheet.

	Level 1		Level 2		Level 3
Assets:
Investments	$	433	$	—	$	—
Total Assets	$	433	$	—	$	—

NOTE 9 — Shareholders’ Equity and Series A Preferred Stock:

Our authorized capital stock consists of common stock, Class B stock and Series A Preferred Stock. Our common stock is entitled to one vote per share while Class B stock is entitled to 50 votes per share. Class B stock is convertible to common stock on a share-for-share basis.

In 2005, our Board of Directors authorized us to repurchase shares of common stock to enhance shareholder value. We did not purchase any shares in 2008 or 2007.

In May 2007, the Board of Directors elected to discontinue the payment of a dividend. On March 6, 2007, our Board of Directors declared cash dividends of $0.02 for each issued and outstanding share of common stock and $0.016 for each issued and outstanding share of Class B stock. Dividends were not declared in 2008.

On March 3, 2008 and March 24, 2008, we announced the closing of the sale and issuance of 7,143 shares (14,286 shares in the aggregate) of our common stock to Gores Radio Holdings, LLC (together with certain related entities, “Gores”), an entity managed by The Gores Group, LLC at a price of $1.75 per share for an aggregate purchase amount of $25,000.

On June 19, 2008, we completed a $75,000 private placement of the Series A Preferred Stock with an initial conversion price of $3.00 per share and four-year warrants to purchase an aggregate of 10,000 shares of our common stock in three approximately equal tranches with exercise prices of $5.00, $6.00 and $7.00 per share, respectively, to Gores Radio Holdings, LLC.

The holders of Series A Preferred Stock are entitled to receive dividends at a rate of 7.5% per annum, compounded quarterly, which are accrued daily and added to the liquidation preference (initially equal to $1,000 per share, plus accrued dividends). We may redeem the Series A Preferred Stock in whole or in part four years and six months after the original date of issuance. Thereafter, if the Series A Preferred Stock remains outstanding on the fifth anniversary of the original date of issuance, the dividend rate will increase to 15.0% per annum. If the Series A Preferred Stock remains outstanding on the 66th month anniversary of the original issue date, the liquidation preference increases by 50%. In addition to the dividends specified above, if dividends are declared or paid by us on the common stock, then such dividends shall be declared and paid on the Series A Preferred Stock on a pro rata basis. As such the Series A Preferred Stock is considered a participating security as defined in SFAS No. 128 — Earnings Per Share.

The Series A Preferred Stock is convertible at the option of the holders, at any time and from time to time, into a number of shares of common stock equal to the Liquidation Preference divided by the conversion price (initially, $3.00 per share, subject to adjustment for stock dividends, subdivisions, reclassifications, combinations or similar type events). After December 20, 2010, we may cause the conversion of the Series A Preferred Stock if the per share closing price of common stock equals or exceeds $4.00 for 60 trading days in any 90 trading day period or if we sell $50,000 or more of our common stock to a third party at a price per share equal to or greater than $4.00.

F-22

The Series A Preferred Stock was issued with a deemed liquidation clause that provides that the security becomes redeemable at the election of the holders of a majority of the then outstanding shares of Series A Preferred Stock in the event of a consolidation or merger by us, as defined, or the sale of all or substantially all of the assets of the Company. In accordance with Emerging Issues Task Force (EITF) D-98, the Series A Preferred Stock is required to be classified as mezzanine equity because a change of our control could occur without our approval and thus redemption of the Series A Preferred Stock is not solely under our control. In addition, as it is not probable the Series A Preferred Stock will become redeemable; we have not adjusted the initial carrying amount of the Series A Preferred Stock to its redemption amount or accreted the 7.5% cumulative dividend at the balance sheet date. Through December 31, 2008, the Series A Preferred Stock accumulated dividends were $3,081 and as a result, the Liquidation Preference as defined was $78,081 at December 31, 2008.

The warrants had a fair value of $440 on the date of issuance. The proceeds from the sale were allocated to the Series A Preferred Stock and warrants based upon their relative fair values at the date of issuance. Accordingly, the fair value of the warrants is included in Additional Paid-in Capital.

On March 16, 2009, we were delisted from the NYSE and at this time, we do not have any immediate plans to list on an alternate exchange such as Nasdaq or Amex, which means our common stock will continue to be lightly traded.

NOTE 10 — Equity-Based Compensation:

Equity Compensation Plans

We established stock option plans in 1989 (the “1989 Plan”) and 1999 (the “1999 Plan”) which allow us to grant options to directors, officers and key employees to purchase our common stock at its market value on the date the options are granted. Under the 1989 Plan, 12,600 shares were reserved for grant through March 1999. The 1989 Plan expired, but certain grants made under the 1989 Plan remain outstanding at December 31, 2008. On September 22, 1999, the shareholders ratified the 1999 Plan, which authorized us to grant up to 8,000 shares of common stock. Options granted under the 1999 Plan generally become exercisable after one year in 33% to 20% increments per year and expire within ten years from the date of grant.

On May 19, 2005, the Board modified the 1999 Plan by deleting the provisions of the 1999 Plan that provided for a mandatory annual grant of 10 stock options to outside directors. Also, on May 19, 2005, our shareholders approved the 2005 Equity Compensation Plan (the “2005 Plan”). Among other things, the 2005 Plan allows us to grant restricted stock and restricted stock units (“RSUs”). When it was adopted, a maximum of 9,200 shares of common stock was authorized for the issuance of awards under the 2005 Plan.

Beginning on May 19, 2005, outside directors automatically receive a grant of RSUs equal to $100 in value on the date of each Company annual meeting of shareholders. Newly appointed outside directors receive an initial grant of RSUs equal to $150 in value on the date such director is appointed to our Board. These awards are governed by the 2005 Plan.

Options and restricted stock granted under the 2005 Plan vest in 25%, 33% or 50% increments per year, commencing on the anniversary date of each grant, and options expire within ten years from the date of grant. RSUs awarded to directors generally vest over a three-year period in equal 33% increments per year. Directors’ RSUs vest automatically, in full, upon a change in control or upon their retirement, as defined in the 2005 Plan. RSUs are payable in newly issued shares of our common stock. Recipients of restricted stock and RSUs are entitled to receive dividend equivalents (subject to vesting) when and if we pay a cash dividend on our common stock. Such dividend equivalents are payable, in newly issued shares of common stock, only upon the vesting of the related restricted shares.

Restricted stock has the same cash dividend and voting rights as other common stock and, once issued, is considered to be currently issued and outstanding (even when unvested). Restricted stock and RSUs have dividend equivalent rights equal to the cash dividend paid on common stock. RSUs do not have the voting rights of common stock, and the shares underlying the RSUs are not considered to be issued and outstanding until they vest.

F-23

Stock Options

The following table summarizes stock option activity for 2008:

	2008
				Weighted
				Average
				Exercise
	Shares			Price
Outstanding, beginning of year		3,888		$	21.86
Granted		6,588		$	1.36
Exercised		—			—
Cancelled, forfeited or expired		(3,476	)	$	11.76
Outstanding, end of year		7,000		$	7.52

At December 31, 2008, there were 1,743 vested and exercisable options with a weighted average exercise price of $24.28, aggregate intrinsic value of $0, and weighted average remaining contractual term of 3.60 years. Additionally, at December 31, 2008, 4,655 options were expected to vest with a weighted average exercise price of $2.05, and weighted average remaining term of 8.64 years. The aggregate intrinsic value of these options was $0. The aggregate intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006, was $0, $0, and $74, respectively. The aggregate intrinsic value of options represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2008. This amount changed based on the fair market value of our common stock.

As of December 31, 2008, there was $3,573 of unearned compensation cost related to stock options granted under all three of our equity compensation plans. That cost is expected to be recognized over a weighted-average period of 1.48 years. Total compensation expense related to stock options was $2,662, $6,835 and $10,170 in 2008, 2007 and 2006 respectively. Of that expense, $2,502, $3,933 and $5,651, respectively, was included in operating costs in the Statement of Operations and $160, $2,902, and $4,519, respectively, was included in corporate, general and administrative expense in the Statement of Operations.

In the second quarter of 2008, we determined we had incorrectly continued to expense stock-based equity compensation for certain directors and officers who had resigned. We determined that this error was not significant to any prior period results and accordingly reduced non-cash, stock-based compensation by $1,496.

The aggregate estimated fair value of options vesting was $2,360 during the year ended December 31, 2008. The weighted average fair value of the options granted was $0.52, $2.39 and $5.37 during the years ended December 31, 2008, 2007 and 2006, respectively. The estimated fair value of options granted was measured on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Year Ended December 31,
	2008			2007			2006
Risk-Free Interest Rate		2.64	%		4.52	%		4.53	%
Expected Term		4.8			5.7			6.2
Expected Volatility		55.99	%		40.12	%		45.05	%
Expected Dividend Yield		0.00	%		0.79	%		2.80	%

The risk-free interest rate for periods within the life of the option is based on a blend of U.S. Treasury bond rates. Beginning with options granted after January 1, 2006, the expected term assumption has been calculated based on historical data. Prior to January 1, 2006, we set the expected term equal to the applicable vesting period. The expected volatility assumption used by us is based on the historical volatility of our stock. The dividend yield represents the expected dividends on our common stock for the expected term of the option.

F-24

Additional information related to options outstanding at December 31, 2008, segregated by grant price range, is summarized below:

					Remaining
			Weighted		Weighted
			Average		Average
	Number of		Exercise		Contractual
	Options		Price		Life (In Years)
Options Outstanding at Exercise Price of:
$0.00 – $1.87		3,878	$	0.96		8.75
$1.87 – $6.16		1,166		2.14		9.16
$6.37 – $9.88		28		6.63		7.90
$10.09 – $19.93		495		15.35		4.43
$20.25 – $26.96		733		21.28		3.93
$30.19 – $38.34		700		32.72		3.43
		7,000	$	7.50		7.47

Restricted Stock

We have awarded shares of restricted stock to certain key employees. The awards vest over periods ranging from 2 to 4 years. The cost of these restricted stock awards, calculated as the fair market value of the shares on the date of grant, net of estimated forfeitures, is expensed ratably over the vesting period.

The following table summarized the restricted stock activity for 2008:

	2008
				Weighted Avg
				Grant Date
				Fair Value
	Shares			Per Share
Unvested, beginning of year		950		$	7.56
Granted		41		$	0.63
Coverted to Common Stock		(363	)	$	6.65
Forfeited		(264	)	$	7.67
Unvested, end of year		364		$	7.55

As of December 31, 2008, there was $2,173 of unearned compensation cost related to restricted stock grants. The unearned compensation is expected to be recognized over a weighted-average period of 1.11 years. Total compensation expense recognized in 2008, 2007 and 2006 related to restricted stock is $2,162 ($1,772 included in operating costs and $390 in corporate, general and administrative expense), $1,921 ($1,453 included in operating costs and $468 in corporate, general and administrative expense) and $795 ($694 included in operating costs and $101 in corporate, general and administrative expense), respectively.

RSUs

We have awarded RSUs to Board members and certain key executives, which vest over three and four years, respectively. The cost of the RSUs, which is determined to be the fair market value of the shares at the date of grant, net of estimated forfeitures, is expensed ratably over the vesting period, or period to retirement eligibility (in the case of directors) if shorter.

F-25

The following table summarizes RSU activity for 2008:

	2008
				Weighted Avg
				Grant Date
				Fair Value
	Shares			Per Share
Outstanding, beginning of year		230		$	9.15
Granted		1,093		$	0.69
Dividend equivalents		—
Coverted to Common Stock		(107	)	$	8.52
Forfeited		—
Outstanding, end of year		1,216		$	1.60
Vested, end of year		31
Unvested, end of year		1,185

As of December 31, 2008, there was $1,010 of unearned compensation cost. The cost is expected to be recognized over a weighted-average period of 1.67 years. Total compensation expense recognized related to RSUs in 2008, 2007 and 2006 was $618, $850 and $1,304, respectively. These costs are included in corporate, general and administrative expense in the accompanying Statement of Operations.

NOTE 11 — Other Income/(Loss):

During the year ended December 31, 2008, we sold marketable securities for total proceeds of approximately $12,741 and realized a gain of $12,420. Such gain is included as a component of other income/(loss) in the Consolidated Statement of Operations.

NOTE 12 — Comprehensive Income (Loss):

Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) represents net income or loss adjusted for net unrealized gains or losses on available for sale securities. Comprehensive income (loss) is as follows:

	Year Ended December 31,
	2008			2007		2006
Net (Loss) Income	$	(427,563	)	$	24,368	$	(469,453	)
Unrealized gain on marketable securities net effect of income taxes		6,732			1,385		4,570
Adjustment for gains included in net income		(12,420	)		—
Comprehensive (Loss) Income	$	(433,251	)	$	25,753	$	(464,883	)

F-26

NOTE 13 — Income Taxes:

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2008			2007			2006
Current
Federal	$	(1,220	)	$	18,466		$	26,304
State		367			3,738			3,588
	$	(853	)	$	22,204		$	29,892
Deferred
Federal		(11,790	)		(5,542	)		(18,537	)
State		(2,117	)		(938	)		(2,546	)
		(13,907	)		(6,480	)		(21,083	)
Income (Benefit) Tax Expense	$	(14,760	)	$	15,724		$	8,809

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities on our balance sheet and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities follow:

	2008		2007
Deferred tax liabilities:
Property and equipment	$	5,076	$	2,404
Investment		166		3,709
Other		295		488
Total deferred tax liabilities	$	5,537	$	6,601
Deferred tax assets:
Goodwill, intangibles and other		6,487		6,673
Allowance for doubtful accounts		1,379		1,321
Deferred Compensation		1,444		1,443
Equity Based Compensation		8,460		11,401
Accrued expenses and other		4,016		—
Total deferred tax assets	$	21,786	$	20,838
Net deferred tax assets	$	16,249	$	14,237
Net deferred tax asset — current	$	2,029	$	1,321
Net deferred tax asset — long term	$	14,220	$	12,916

We determined, based upon the weight of available evidence, that it is more likely than not that our deferred tax asset will be realized. We have experienced a long history of taxable income which would enable us to carryback any potential future net operating losses and taxable temporary differences that can be used as a source of income. As such, no valuation allowance was recorded during the year ended December 31, 2008. We will continue to assess the need for a valuation allowance at each future reporting period.

The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:

	Year Ended December 31,
	2008			2007			2006
Federal statutory rate		35.0	%		35.0	%		35.0	%
State taxes net of federal benefit		0.3			3.3			(0.2	)
Non-deductible portion of goodwill Impairment		(31.8	)		—			(36.6	)
Other		(0.2	)		0.9			(0.1	)
Effective tax rate		3.3	%		32.2	%		(1.9	%)

F-27

The 2008 effective income tax rate was impacted by the 2008 goodwill impairment charge being substantially non-deductible for tax purposes. The 2007 effective income tax rate benefited from a change in New York State tax law on our deferred tax balance (approximately $100). The 2006 income tax provision was impacted by the 2006 goodwill impairment and related deferred tax attributes.

In 2008, 2007 and 2006, $0, $0 and $12, respectively, of windfall tax benefits attributable to employee stock exercises were allocated to shareholders’ equity.

We adopted FIN No. 48, “Accounting for Uncertainty in Income Taxes” effective January 1, 2007 that resulted in no material adjustment in the liability for unrecognized tax benefits. At December 31, 2008, we had $6,402 of unrecognized tax benefits. We classified interest expense and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2007, we had $2,105 of accrued interest and penalties. The accrued interest and penalties increased to $2,510 at December 31, 2008. For the year-ended December 31, 2008, we recognized in our consolidated statement of earnings $405 of interest and penalties.

	Unrecognized Tax Benefit
Balance at January 1, 2007	$	7,513
Additions for current year tax positions		119
Settlements		(456	)
Reductions related to expiration of statute of limitations		(706	)
Balance at December 31, 2007	$	6,470
Additions for tax positions		533
Settlements		(444	)
Reductions related to expiration of statue of limitations		(157	)
Balance at December 31, 2008	$	6,402

We believe it is reasonably possible that within the next twelve months, the entire unrecognized tax benefits balance will reverse.

Substantially all of our unrecognized tax benefits, if recognized, would affect the effective tax rate.

We are no longer subject to U.S. federal income examinations for years before 2005.

With few exceptions, we are no longer subject to state and local income tax examinations by tax authorities for years before 2002.

During 2008 we reported a federal net operating loss of approximately $2,700, for which we intend to prepare a Federal carryback claim. Accordingly, we have recorded an income tax receivable of $900. The states in which we operate generally do not permit the carryback of net operating losses. As a result, we must carry any related 2008 state net operating losses forward to be applied against future taxable income. We have recorded a deferred tax benefit of approximately $100 to reflect the expected utilization of these states and local net operating losses in future periods.

F-28

NOTE 14 — Commitments and Contingencies:

We have various non-cancelable, long-term operating leases for office space and equipment. In addition, we are committed under various contractual agreements to pay for talent, broadcast rights, research, news and other services. The approximate aggregate future minimum obligations under such operating leases and contractual agreements for the five years after December 31, 2008 and thereafter, are set forth below:

	Leases
Year	Capital		Operating		Other		Total
2009		960		9,007		108,442		118,409
2010		960		6,175		91,724		98,859
2011		640		5,645		84,915		91,200
2012		—		5,546		76,089		81,635
2013		—		5,469		71,915		77,384
Thereafter		—		18,998		236,538		255,536
		2,560		50,840		669,623		723,023

Rent expense charged to operations for 2008, 2007 and 2006 was $10,686, $8,523 and $9,295, respectively.

Included in “Other” in the table above is $575,902 of commitments due to CBS Radio and its affiliates pursuant to the agreements described in Note 2 — “Related Party Transactions”.

NOTE 15 — Supplemental Cash Flow and Other Information:

Supplemental information on cash flows, is summarized as follows:

	Year Ended December 31,
	2008		2007		2006
Cash paid for:
Interest	$	10,146	$	24,239	$	24,642
Income Taxes		10,179		21,814		44,676

NOTE 16 — Restructuring Charges:

In the third quarter of 2008, we announced a plan to restructure the traffic operations of the Metro/Traffic operating segment and to take actions to address underperforming programming and to implement other cost reductions. The modifications to the traffic business are part of a series of reengineering initiatives identified by management to improve the operating and financial performance in the near term, while setting the foundation for profitable long-term growth. In connection with the re-engineering of our traffic operations and other cost reductions, which included the consolidation of leased offices, staff reductions and the elimination of underperforming programming, and was implemented to a significant degree in the last half of 2008, we recorded $14,100 in restructuring charges for the twelve months ended December 31, 2008. We anticipate further charges of approximately $9,700 as additional phases of the original traffic re-engineering and other programs are implemented and finalized in the second quarter of 2009. The total restructuring charges for the traffic re-engineering and other cost savings programs are projected to be approximately $23,800. In addition, we have introduced and will complete new cost reduction programs in 2009. As these programs are implemented, we anticipate that we will incur new incremental costs for severance of approximately $6,000 and contract terminations of $3,100. In total, we estimate we will record aggregate restructuring charges of approximately $32,900, consisting of: (1) $15,500 of severance, relocation and other employee related costs; (2) $7,400 of facility consolidation and related costs; and (3) $10,000 of contract termination costs.

Restructuring charges have been recorded in accordance with SFAS No. 146, “Accounting for the Costs Associated with Exit or Disposal Activities” and SFAS No. 88, “Employer’s Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefit”. We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with SFAS No. 146, which addresses financial accounting and reporting for costs associated with restructuring activities. Under SFAS No. 146, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan.

F-29

In determining the charges related to the restructuring, we had to make estimates related to the expenses associated with the restructuring. These estimates may vary from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations based on management’s most current estimates.

The restructuring charges identified in the Consolidated Statement of Operations are comprised of the following:

	Severance			Facilities Consolidation			Contract
Restructuring Liability	Termination Cost			Related Costs			Termination			Total
Charges		6,765			831			6,504			14,100
Payments		(3,487	)		(41	)		(1,108	)		(4,636	)
Non-Cash utilization		(80	)					(1,600	)		(1,680	)
Balance at December 31, 2008		3,198			790			3,796			7,784

NOTE 17 — Special Charges:

During 2008, we incurred costs relating to the negotiation of a new long-term arrangement with CBS Radio, legal and professional expenses attributable to negotiations relating to refinancing our debt, and consultancy expenses associated with developing a cost savings and re-engineering initiative designed to improve our traffic information and reporting operations. We incurred costs aggregating $4,626 and $1,579 in 2007 and 2006, respectively, related to the negotiation of a new long-term arrangement with CBS Radio and for severance obligations related to executive officer changes.

The special charges identified on the Consolidated Statement of Operations are comprised of the following:

	Year Ended December 31,
	2008		2007		2006
Professional and other fees related to the new CBS agreements,	$	6,624	$	3,626	$	1,579
Gores Investment and debt refinancing		5,000		—		—
Closing Payment to CBS related to the new CBS agreements		—		1,000		—
Severance obligations related to executive officer changes		1,621		—		—
Re-engineering expenses	$	13,245	$	4,626	$	1,579

F-30

NOTE 18 — Segment Information:

We established a new organizational structure in the fourth quarter of 2008, pursuant to which, we manage and report our business in two operating segments: Network and Metro/Traffic. We evaluated segment performance based on segment revenue and segment operating (loss)/income. Administrative functions such as finance, human resources and information systems are centralized. However, where applicable, portions of the administrative function costs are allocated between the operating segments. The operating segments do not share programming or report distribution. In the event any materials and/or services are provided to one operating segment by the other, the transaction is valued at fair market value. Operating costs and total assets are captured discretely within each segment.

Previously reported results of operations are presented to reflect these changes. Revenue, segment operating (loss)/income, depreciation, unusual items, capital expenditures and identifiable assets at December 31, 2008, 2007 and 2006, are summarized below according to these segments. This change did not impact the total consolidated results of operations. We continue to report certain administrative activities under corporate. We are domiciled in the United States with limited international operations comprising less than one percent of our revenue. No one customer represented more than 10% of our consolidated revenue.

Our Network Division produces and distributes regularly scheduled and special syndicated programs, including exclusive live concerts, music and interview shows, national music countdowns, lifestyle short features, news broadcasts, talk programs, sporting events and sports features.

Our Metro/Traffic Division provides traffic reports and local news, weather and sports information programming to radio and television affiliates and their websites.

F-31

	Year Ended December 31,
Net Revenue	2008		2007		2006
Network	$	209,532	$	218,939	$	246,317
Metro/Traffic		194,884		232,445		265,768
Total Net Revenue	$	404,416	$	451,384	$	512,085

	Year Ended December 31,
Segment Operating (Loss) Income	2008			2007			2006
Network	$	14,562		$	30,943		$	38,192
Metro/Traffic		24,577			64,033			73,173
Total Segment Operating Income	$	39,139		$	94,976		$	111,365
Corporate Expenses		(19,709	)		(27,043	)		(29,850	)
Restructuring and Special Charges		(27,345	)		(4,626	)		(1,579	)
Goodwill Impairment		(430,126	)		—			(515,916	)
Operating (Loss) Income	$	(438,041	)	$	63,307		$	(435,980	)
Interest Expense		(16,651	)		(23,626	)		(25,590	)
Other Income		12,369			411			926
(Loss) Income Before Income Taxes	$	(442,323	)	$	40,092		$	(460,644	)

	Year Ended December 31,
Depreciation and Amortization	2008		2007		2006
Network	$	3,139	$	3,152	$	3,571
Metro/Traffic		6,120		6,955		7,453
Corporate		1,793		9,732		9,733
Total Depreciation and Amortization	$	11,052	$	19,839	$	20,757

	Year Ended December 31,
Assets	2008		2007		2006
Network	$	92,109	$	218,276	$	217,700
Metro/Traffic		80,079		399,144		417,817
Corporate		32,900		52,337		61,186
Total Assets	$	205,088	$	669,757	$	696,703

	Year Ended December 31,
Capital Expenditures	2008		2007		2006
Network	$	5,634	$	1,800	$	751
Metro/Traffic		1,538		4,042		4,059
Corporate		141		7		1,071
Total Capital Expenditures	$	7,313	$	5,849	$	5,881

F-32

NOTE 19 — Quarterly Results of Operations (unaudited):

The following is a tabulation of the unaudited quarterly results of operations. The quarterly results are presented for the years ended December 31, 2008 and 2007.

	First			Second			Third			Fourth			For the
	Quarter			Quarter			Quarter			Quarter			Year
2008
Net revenue	$	106,627		$	100,372		$	96,299		$	101,118		$	404,416
Operating (loss)		(3,000	)		(195,609	)		(7,555	)		(231,877	)		(438,041	)
Net (loss)		(5,338	)		(199,744	)		(10	)		(222,471	)		(427,563	)
Net (loss) per share:
Basic
Common Stock		(0.06	)		(1.98	)		(0.01	)		(2.22	)		(4.39	)
Class B Stock		—			—			—			—			—
Diluted
Common Stock		(0.06	)		(1.98	)		(0.01	)		(2.22	)		(4.39	)
Class B Stock		—			—			—			—			—
2007
Net revenue	$	113,959		$	111,025		$	108,083		$	118,317		$	451,384
Operating Income		7,262			16,618			19,686			19,741			63,307
Net income		715			6,897			8,452			8,304			24,368
Net income per share:
Basic
Common Stock		0.01			0.08			0.10			0.10			0.28
Class B Stock		0.02			—			—			—			0.02
Diluted
Common Stock		0.01			0.08			0.10			0.10			0.28
Class B Stock		0.02			—			—			—			0.02

In the fourth quarter of 2008 we recorded net adjustments of approximately $2,391 of expense for unused vacation time, a write-off of fixed assets and other miscellaneous items related to other periods. Additionally, in the second quarter of 2008, we recorded a decrease to our operating loss of approximately $1,496 for an adjustment to stock-based compensation.

In the third quarter and second quarter of 2007, we recorded net adjustments of approximately $1,000 that had the effect of increasing net income, and net adjustments of approximately $1,000 that had the effect of reducing net income, respectively. These adjustments were primarily comprised of the reversal of expense accruals offset by predominantly billing/revenue adjustments in the third quarter and overaccruals in the second quarter. In the fourth quarter, we recorded an adjustment of approximately $500 that had the effect of increasing net income related to an error in calculating our health care accrual in the fourth quarter, with no impact on the full year results.

We do not believe these adjustments are material to our Consolidated Financial Statements in any quarter or year of any prior period’s Consolidated Financial Statements. As a result, we have not restated any prior period amounts.

F-33

NOTE 20 — Subsequent Events:

On February 27, 2009, the debt outstanding under our Facility matured and became due and payable in its entirety (See Note 6 — Debt). We have not paid such amount, which constitutes an event of default under the credit agreement. In addition, we failed to pay our most recent semi-annual interest payment due in respect of the Senior Notes, which constitutes an event of default under the Note Purchase Agreement for the Senior Notes.

On March 3, 2009, we reached an agreement in principle with our existing lenders to refinance all of our outstanding indebtedness (approximately $241,000 in principal amount plus unpaid interest) in exchange for: (1) $25,000 in cash; (2) a series of new senior secured notes in an expected aggregate principal amount of $117,500; and (3) 25% of our pro forma common stock. The new notes are expected to mature on July 15, 2012.

As part of the refinancing, it is contemplated that Gores will purchase for cash $25,000 of new preferred stock and guarantee or otherwise provide credit support for a $20,000 unsecured subordinated term loan and a $15,000 senior unsecured revolver. The term loan and revolver are expected to be provided by a new institutional lender and to be used to finance working capital and other general corporate purposes. Upon consummation of the refinancing, after converting its existing Series A Preferred Stock and the new preferred stock it purchases as part of the refinancing, Gores will own approximately 72.5% of our pro forma common stock and acquire control of Westwood One. As a result of the contemplated transactions, existing common stockholders would own approximately 2.5% of our pro forma common stock.

The terms described above and the closing of the refinancing transaction remains subject to the negotiation of definitive documentation by us, our existing lenders, the new institutional lender and Gores, and customary closing conditions (antitrust regulatory approval was received on March 20, 2009). No assurance can be given that any of these parties will execute definitive documentation or that any of the contemplated transactions will occur at all. The refinancing and the Gores investment are contemplated to occur concurrently with one another and, subject to the foregoing, are anticipated to occur in the second quarter of 2009.

F-34

Schedule II — Valuation and Qualifying Accounts

Allowance for Doubtful Accounts

	Balance at		Additions		Deductions			Balance at
	Beginning of		Charged to Costs		Write-offs and			End of
	Period		And Expenses		Other Adjustments			Period
2008	$	3,602	$	439	$	(409	)	$	3,632
2007	$	4,387	$	139	$	(924	)	$	3,602
2006	$	2,797	$	2,323	$	(733	)	$	4,387

F-35

EXHIBIT INDEX

EXHIBIT
NUMBER (A)		DESCRIPTION
	3.1	Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware. (14)
	3.2	Bylaws of Registrant as currently in effect. +
	4.1	Note Purchase Agreement, dated as of December 3, 2002, between Registrant and the noteholders parties thereto. (15)
	4.1.1	First Amendment, dated as of February 28, 2008, to Note Purchase Agreement, dated as of December 3, 2002, by and between Registrant and the noteholders parties thereto. (34)
	10.1	Employment Agreement, dated April 29, 1998, between Registrant and Norman J. Pattiz. (8) *
	10.2	Amendment to Employment Agreement, dated October 27, 2003, between Registrant and Norman J. Pattiz. (16) *
	10.2.1	Amendment No. 2 to Employment Agreement, dated November 28, 2005, between Registrant and Norman J. Pattiz (7) *
	10.2.2	Amendment No. 3, effective January 8, 2008, to the employment agreement by and between Registrant and Norman Pattiz (30)*
	10.3	Form of Indemnification Agreement between Registrant and its directors and executive officers. (1)
	10.4	Credit Agreement, dated March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank as Administrative Agent. (16)
	10.4.1	Amendment No. 1, dated as of October 31, 2006, to the Credit Agreement, dated as of March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (23)
	10.4.2	Amendment No. 2, dated as of January 11, 2008, to the Credit Agreement, dated as of March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (26)
	10.4.3	Amendment No. 3, dated as of February 25, 2008, to the Credit Agreement, dated as of March 3, 2004, between Registrant, the Subsidiary Guarantors parties thereto, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (13)
	10.5	Purchase Agreement, dated as of August 24, 1987, between Registrant and National Broadcasting Company, Inc. (2)
	10.6	Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. dated June 1, 1999 (9)
	10.7	Amendment No. 1 to the Agreement and Plan Merger, dated as of August 20, 1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. (10)
	10.8	Employment Agreement, effective May 1, 2003, between Registrant and Paul Gregrey, as amended by Amendment 1 to Employment Agreement, effective January 1, 2006. (35) *
	10.8.1	Amendment No. 2 to Employment Agreement, dated May 4, 2007, between Registrant and Paul Gregrey (27)*
	10.9	Employment Agreement, effective October 16, 2004, between Registrant and David Hillman, as amended by Amendment No. 1 to Employment Agreement, effective January 1, 2006. (28)*
	10.9.1	Amendment No. 2 to the Employment Agreement, effective July 10, 2007, between Registrant and David Hillman. (29)*
	10.10	Registrant Amended 1999 Stock Incentive Plan. (22) *
	10.11	Amendment to Registrant Amended 1999 Stock Incentive Plan, effective May 25, 2005 (19) *
	10.12	Registrant 1989 Stock Incentive Plan. (3) *
	10.13	Amendments to Registrant’s Amended 1989 Stock Incentive Plan. (4) (5) *
	10.14	Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One Radio Networks, Inc. and between Infinity and Westwood One Radio Networks, Inc. relating to New York, New York offices. (11)
	10.15	Form of Stock Option Agreement under Registrant’s Amended 1999 Stock Incentive Plan. (17) *
	10.16	Employment Agreement, effective January 1, 2004, between Registrant and Andrew Zaref. (18) *
	10.16.1	Amendment No. 1 to Employment Agreement, dated as of June 30, 2006, between Registrant and Andrew Zaref (24) *
	10.17	Registrant 2005 Equity Compensation Plan (19) *
	10.18	Form Amended and Restated Restricted Stock Unit Agreement under Registrant 2005 Equity Compensation Plan for outside directors (20) *
	10.19	Form Stock Option Agreement under Registrant 2005 Equity Compensation Plan for directors. (21) *

- 41 -

EXHIBIT
NUMBER (A)		DESCRIPTION
	10.20	Form Stock Option Agreement under Registrant 2005 Equity Compensation Plan for non-director participants. (21) *
	10.21	Form Restricted Stock Unit Agreement under Registrant 2005 Equity Compensation Plan for non-director participants. (20)*
	10.22	Form Restricted Stock Agreement under Registrant 2005 Equity Compensation Plan for non-director participants. (20) *
	10.23	Employment Agreement, effective as of July 16, 2007, by and between Registrant and Gary Yusko. (29)*
	10.24	Master Agreement, dated as of October 2, 2007, by and between Registrant and CBS Radio Inc. (31)
	10.25	Employment Agreement, effective as of January 8, 2008, by and between Registrant and Thomas F.X. Beusse. (30)*
	10.26	Consent Agreement, dated as of January 8, 2008, made by and among CBS Radio Inc., Registrant, and Thomas F.X. Beusse. (30)*
	10.27	Stand-Alone Stock Option Agreement, dated as of January 8, 2008, by and between Registrant and Thomas F.X. Beusse. (30)*
	10.28	Letter Agreement, dated February 25, 2008, by and between Registrant and Norman J. Pattiz (32)*
	10.29	Purchase Agreement, dated February 25, 2008, between Registrant and Gores Radio Holdings, LLC. (32)
	10.30	Registration Rights Agreement, dated March 3, 2008, between Registrant and Gores Radio Holdings, LLC. (33)
	10.31	Intercreditor and Collateral Trust Agreement, dated as of February 28, 2008, by and among Registrant, the Subsidiary Guarantors parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions that hold the Notes and The Bank of New York, as Collateral Trustee (34)
	10.32	Shared Security Agreement, dated as of February 28, 2008, by and among Registrant, the Subsidiary Guarantors parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Bank of New York, as Collateral Trustee (34)
	10.33	Shared Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of February 28, 2008, by Registrant, to First American Title Insurance Company, as Trustee, for the benefit of The Bank of New York, as Beneficiary (34)
	10.34	Mutual General Release and Covenant Not to Sue, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.35	Amended and Restated News Programming Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.36	Amended and Restated Technical Services Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.37	Amended and Restated Trademark License Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.38	Amended and Restated Registration Rights Agreement, dated as of March 3, 2008, by and between Registrant and CBS Radio Inc. (33)
	10.39	Lease for 524 W. 57th Street, dated as of March 3, 2008, by and between Registrant and CBS Broadcasting Inc. (33)
	10.40	Form Westwood One Affiliation Agreement, dated February 29, 2008, between Westwood One, Inc. on its behalf and on behalf of its affiliate, Westwood One Radio Networks, Inc. and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio stations (33)
	10.41	Form Metro Affiliation Agreement, dated as of February 29, 2008, by and between Metro Networks Communications, Limited Partnership, and CBS Radio Inc., on its behalf and on behalf of certain CBS Radio stations (33)
	10.42	Employment Agreement, dated as of July 7, 2008, between Registrant and Steven Kalin. (6) *
	10.43	Employment Agreement, effective as of September 17, 2008, by and between Registrant and Roderick M. Sherwood, III. (36)*
	10.44	Employment Agreement, effective as of October 20, 2008, by and between Registrant and Gary Schonfeld (37)*
	10.45	Separation Agreement, effective as of October 31, 2008, by and between Registrant and Thomas F.X. Beusse (38)*
	10.46	Separation Agreement, effective as of October 31, 2008, by and between Registrant and Paul Gregrey *+
	10.47	License and Services Agreement, dated as of December 22, 2008, by and between Metro Networks Communications, Inc. and TrafficLand, Inc. (39)
	10.48	Employment Agreement, dated as of May 12, 2008, between Registrant and Andrew Hersam. *+

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EXHIBIT
NUMBER (A)		DESCRIPTION
	10.49	Employment Agreement, effective as of April 14, 2008, by and between Registrant and Jonathan Marshall. *+
	10.50	Form of Amendment to Employment Agreement for senior executives, amending terms in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended *+
	10.51	Amendment No. 1 to Employment Agreement, dated as of December 22, 2008, by and between the Registrant and Steven Kalin, amending terms in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended *+
	21	List of Subsidiaries. +
	23	Consent of Independent Registered Public Accounting Firm. +
	31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
	31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. **
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

*	Indicates a management contract or compensatory plan
+	Filed herewith.
**	Furnished herewith.
(A)	We agree to furnish supplementally a copy of any omitted schedule to the SEC upon request.
(1)	Filed as part of Registrant’s September 25, 1986 proxy statement and incorporated herein by reference.
(2)	Filed an exhibit to Registrant’s current report on Form 8-K dated September 4, 1987 and incorporated herein by reference.
(3)	Filed as part of Registrant’s March 27, 1992 proxy statement and incorporated herein by reference.
(4)	Filed as an exhibit to Registrant’s July 20, 1994 proxy statement and incorporated herein by reference.
(5)	Filed as an exhibit to Registrant’s April 29, 1996 proxy statement and incorporated herein by reference.
(6)	Filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
(7)	Filed as an exhibit to Registrant’s current report on Form 8-K dated November 28, 2005 and incorporated herein by reference.
(8)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference.
(9)	Filed as an exhibit to Registrant’s current report on Form 8-K dated June 4, 1999 and incorporated herein by reference.
(10)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 1, 1999 and incorporated herein by reference.
(11)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference.
(12)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference.
(13)	Filed as an exhibit to Registrant’s current report on Form 8-K dated February 25, 2008 (filed on February 29, 2008) and incorporated herein by reference.
(14)	Filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein by reference.
(15)	Filed as an exhibit to Registrant’s current report on Form 8-K dated December 4, 2002 and incorporated herein by reference.
(16)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.
(17)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 12, 2004 and incorporated herein by reference.
(18)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.
(19)	Filed as an exhibit to Company’s current report on Form 8-K, dated May 25, 2005 and incorporated herein by reference.

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(20)	Filed as an exhibit to Company’s current report of Form 8-K dated March 17, 2006 and incorporated herein by reference.
(21)	Filed as an exhibit to Registrant’s current report on Form 8-K dated December 5, 2005 and incorporated herein by reference.
(22)	Filed as an exhibit to Registrant’s April 30, 1999 proxy statement and incorporated herein by reference.
(23)	Filed as an exhibit to Registrant’s current report on Form 8-K dated November 6, 2006 and incorporated herein by reference.
(24)	Filed as an exhibit to Registrant’s current report on Form 8-K dated June 30, 2006 and incorporated herein by reference.
(25)	Filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 and incorporated herein by reference.
(26)	Filed as an exhibit to Registrant’s current report on Form 8-K dated January 11, 2008 and incorporated herein by reference.
(27)	Filed as an exhibit to Registrant’s current report on Form 10-Q for the quarter ended March 31, 2007 and incorporated herein by reference.
(28)	Filed as an exhibit to Registrant’s annual report on Form 10-K/A for the year ended December 31, 2006 and incorporated herein by reference.
(29)	Filed as an exhibit to Company’s current report on Form 8-K dated July 10, 2007 and incorporated herein by reference.
(30)	Filed as an exhibit to Company’s current report on Form 8-K dated January 8, 2008 and incorporated herein by reference.
(31)	Filed as an exhibit to Company’s current report on Form 8-K dated October 2, 2007 and incorporated herein by reference.
(32)	Filed as an exhibit to Registrant’s current report on Form 8-K dated February 25, 2008 (filed on February 27, 2008) and incorporated herein by reference.
(33)	Filed as an exhibit to Registrant’s current report on Form 8-K dated March 3, 2008 and incorporated herein by reference.
(34)	Filed as an exhibit to Registrant’s current report on Form 8-K dated February 28, 2008 and incorporated herein by reference.
(35)	Filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference.
(36)	Filed as an exhibit to Registrant’s current report on Form 8-K dated September 18, 2008 and incorporated herein by reference.
(37)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 24, 2008 and incorporated herein by reference.
(38)	Filed as an exhibit to Registrant’s current report on Form 8-K dated October 30, 2008 and incorporated herein by reference.
(39)	Filed as an exhibit to Registrant’s current report on Form 8-K dated December 22, 2008 and incorporated herein by reference.

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EX-3.2

Exhibit 3.2

BYLAWS
OF
WESTWOOD ONE, INC.
(A Delaware Corporation)
As Amended and Restated

ARTICLE I
OFFICES

Section 1.01. REGISTERED OFFICE. The registered office of Westwood One, Inc. (the “Corporation”) in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent at that address shall be The Corporation Trust Company.

Section 1.02. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the Corporation shall be located at 9540 Washington Boulevard, Culver City, California 90232. The Board of Directors of the Corporation (the “Board of Directors”) may change the location of said principal executive office.

Section 1.03. OTHER OFFICES. The Corporation may also have an officer or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.01. ANNUAL MEETINGS. The annual meeting of stockholders of the Corporation shall be held between May 1 and August 30 of each year on such date at such time as the Board of Directors shall determine. At each annual meeting of stockholders, directors shall be elected in accordance with the provisions of Section 3.04 hereof and any other proper business may be transacted.

Section 2.02. SPECIAL MEETINGS. Special meetings of stockholders for any purpose or purposes may be called at any time by a majority of the Board of Directors or by the Chairman of the Board. Special meetings may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the persons calling the meeting, with the limits fixed by law.

Section 2.03. PLACE OF MEETINGS. Each annual or special meeting of stockholders shall be held at such location as may be determined by the Board of Directors or, if no such determination is made, at such place as may be determined by the Chairman of the Board. If no location is so determined, any annual or special meeting shall be held at the principal executive office of the Corporation.

Section 2.04. NOTICE OF MEETINGS. Written notice of each annual or special meeting of stockholders stating the date and time when, and the place where, it is to be held shall be delivered either personally or by mail to stockholders entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. The purpose or purposes for which the meeting is called may, in the case of an annual meeting, and shall, in the case of a special meeting, also be stated. If mailed, such notice shall be directed to a stockholder at his address as it shall appear on the stock books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case such notice shall be mailed to the address designated in such request. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.05. CONDUCT OF MEETINGS. All annual and special meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine subject to the requirements of applicable law, and as to matters not governed by such rules and procedures, as the chairman of such meetings shall determine. The chairman of any annual or special meetings of stockholders shall be the Chairman of the Board. The Secretary, or in the absence of the Secretary, a person designated by the Chairman of the Board, shall act as secretary of the meeting.

Section 2.06. QUORUM. At any meeting of stockholders, the presence, in person or by proxy, of the holders of record of shares then issued and outstanding and entitled to vote representing a majority of the votes eligible to be cast at the meeting shall constitute a quorum for the transaction of business; provided, however; that this Section 2.06 shall not affect any different requirement which may exist under statute, pursuant to the rights of any authorized class or series of stock, or under the Certificate of Incorporation of the Corporation (the “Certificate”) for the vote necessary for the adoption of any measure governed thereby. In the absence of a quorum, the stockholders present in person or by proxy, by majority vote and without further notice, may adjourn the meeting from time to time until a quorum is attained. At any reconvened meeting following such an adjournment at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.07. VOTES REQUIRED. A majority of the votes cast at a duly called meeting of stockholders, at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the vote of greater or different number thereof is required by statue, by the rights of any authorized class of stock or by the Certificate. Unless the Certificate or the resolution of the Board of Directors adopted in connection with the issuance of shares of any class or series of stock provides for a greater or lesser number of votes per share, or limits or denies voting rights, each outstanding share of stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote of meeting of stockholders.

Section 2.08. CUMULATIVE VOTING. Except as otherwise provided by applicable law, there shall be no cumulative voting permitted in the election of Directors, or any other matter brought before the stockholders.

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Section 2.09. PROXIES. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing (which shall include writings sent by telex, telegraph, cable or facsimile transmission) by the stockholder himself or by his duly authorized attorney-in-fact. No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney-in-fact, and dated, but it need not be sealed, witnessed or acknowledged.

Section 2.10. STOCKHOLDER ACTION. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual meeting or special meeting of stockholders of the Corporation, unless such action requiring or permitting stockholder approval is approved by a majority of the Continuing Directors (as defined in the Certificate), in which case such action may be authorized or taken by the holders of outstanding shares of stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law and the Certificate have been satisfied.

Section 2.11. LIST OF STOCKHOLDERS. The Secretary of the Corporation shall prepare and make (or cause to be prepared and made), at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of, and the number of shares registered in the name of, each stock holder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the duration thereof, and may be inspected by any stockholder who is present.

Section 2.12. INSPECTORS OF ELECTION. In advance of any meeting of stockholders, the Board of Directors may appoint Inspectors of Election to act at such meeting or at any adjournment or adjournments thereof. If such Inspectors are not so appointed or fail or refuse to act, the chairman of any such meeting may (and, upon the demand of any stockholder or stockholder’s proxy, shall) make such an appointment.

The number of Inspectors of Election shall be one (1) or three (3) as directed by the Chairman of the Board from time to time. If there are three (3) Inspectors of Election, the decision, act or certificate of a majority shall be effective and shall represent the decision, act or certificate of all. No such Inspector need be a stockholder of the Corporation.

The Inspectors of Election shall determine the number of shares outstanding, the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; they shall receive votes, ballots, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close and determine the result; and finally, they shall do such acts as may be proper to conduct the election or vote with fairness to all stockholders. On request, the Inspectors shall make a report in writing to the secretary of the meeting, concerning any challenge, question or other matter as may have been determined by them and shall execute and deliver to such secretary a certificate of any fact found by them.

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ARTICLE III
DIRECTORS

Section 3.01. POWERS. The business and affairs of the Corporation shall be managed by and be under the direction of the Board of Directors. The Board of Directors shall exercise all the power of the Corporation, except those that are conferred upon or reserved to the stockholders by statute, the Certificate or these Bylaws.

Section 3.02. NUMBER. Except as otherwise fixed pursuant to the provisions of Section 4 of Article Fourth of the Certificate in connection with rights to elect additional directors under specified circumstances which may be granted to the holders of any class or series of Preferred Stock, par value One Cent ($0.01) per share of the Corporation (“Preferred Stock”), the number of directors shall be fixed from time to time by resolution of the Board of Directors but shall not be less than three (3). The Board of Directors shall consist of thirteen (13) directors until changed as herein provided.

Section 3.03. INDEPENDENT OUTSIDE DIRECTORS. At least thirty three and one-third percent (33 1/3%) of the members of the Board of Directors of the Corporation shall at all times be “Independent Outside Directors,” which term is hereby defined to mean any director who: has not been an officer or employee of the Corporation or Infinity Broadcasting Corporation or any of their respective subsidiaries, or any other person having a relationship which, in the opinion of the Board of Directors or a committee thereof, would interfere with the exercise of independent judgment in carrying out, the responsibilities of a director.

Section 3.04. ELECTION AND TERM OF OFFICE. Except as provided in Section 3.07 hereof and subject to the right to elect additional directors under specified circumstances which may be granted, pursuant to the provisions of Section 4 of Article Fourth of the Certificate, to the holders of any class or series of Preferred Stock, directors shall be elected by the stockholders of the Corporation. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be the whole number contained in the quotient obtained by dividing the authorized number of directors (fixed pursuant to Section 3.02 hereof) by three. If a fraction is also contained in such quotient, then additional directors shall be apportioned as follows: if such fraction is one-third, the additional director shall be a member of Class I; and if such fraction is two-thirds, one of the additional directors shall be a member of Class I and the other shall be a member of Class II. Except as otherwise required by applicable law, each director shall serve for a term ending on the date of the third annual meeting of stockholders of the Corporation following the annual meeting at which such director was elected.

Notwithstanding the foregoing provisions of this Section 3.04: each director shall serve until his successor is elected and qualified or until his death, resignation or removal; no decrease in the authorized number of directors shall shorten the term of any incumbent director; and additional directors, elected pursuant to Section 4 of Article Fourth of the Certificate in connection with rights to elect such additional directors under specified circumstances which may be granted to the holders of any class or series of Preferred Stock, shall not be included in any class, but shall serve for such term or terms and pursuant to such other provisions as are specified in the resolution of the Board of Directors establishing such class or series.

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Section 3.05. ELECTION OF CHAIRMAN OF THE BOARD. At the organizational meeting immediately following the annual meeting of stockholders, the director shall elect a Chairman of the Board from among the directors, who shall hold office until the corresponding meeting of the Board of Directors in the next year and until his successor shall have been elected or until his earlier resignation or removal. Any vacancy in such office may be filled for the unexpired portion of the term in the same manner by the Board of Directors at any regular or special meeting.

Section 3.06. REMOVAL. Subject to the right to elect directors under specified circumstances which may be granted pursuant to Section 4 of Article Fourth of the Certificate to the holders of any class or series of Preferred Stock, any director may be removed from office only as provided in Article Tenth of the Certificate.

Section 3.07. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Except as otherwise provided pursuant to Section 4 of Article Fourth of the Certificate in connection with rights to elect additional directors under specified circumstances which may be granted to the holders of any class or series of Preferred Stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, regardless of their class, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified or until such director’s death, resignation or removal, whichever first occurs. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 3.08. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the stockholders, and at such other times as shall be from time to time set by the Board of Directors, unless a regular meeting is otherwise called by the Chairman of the Board in accordance with applicable law.

Special meetings of the Board of Directors shall be held upon call by or at the direction of the Chairman of the Board, the Chief Executive Officer, the Executive Vice President, or any two directors, except that when the Board of Directors consists of one director, then the one director may call a special meeting. Except as otherwise required by law, notice of each special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which the meeting is to be held, of shall be sent to him at such place by telex, telegram, cable, facsimile transmission or telephoned or delivered to him personally, not later than the day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purpose of purposes thereof, unless otherwise required by law, the Certificate or these Bylaws.

Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing.

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Section 3.09. QUORUM. At all meetings of the Board of Directors, a majority of the fixed number of directors shall constitute a quorum for the transaction of business, except that when the Board of Directors consists of one director, then the one director shall constitute a quorum. In the absence of a quorum, the directors present, by majority vote and without notice other than by announcement, may adjourn the meeting from time to time until a quorum shall be present. At any reconvened meeting following such an adjournment at which a quorum .shall be present, any business may, be transacted which might have been transacted at the meeting as originally notified.

Section 3.10. VOTES REQUIRED. Except as otherwise provided by applicable law or by the Certificate, the vote of a majority of the directors present at a meeting duly held at which a quorum is present shall be sufficient to pass any measure.

Section 3.11. PLACE AND CONDUCT OF MEETINGS. Each regular meeting and special meeting of the Board of Directors shall be held at a location determined as follows: The Board of Directors may designate any place, within or without the State of Delaware, for the holding of any meeting. If no such designation is made: (1) any meeting called by a majority of the directors shall be held at such location, within the county of the Corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the Corporation’s principal executive office, as the Chairman of the Board may designate or, in the absence of such designation, at the Corporation’s principal executive office. Subject to the requirements of applicable law, all regular and special meetings of the Board of Directors shall be conducted in accordance with such rules and procedures as the Board of Directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any regular or special meeting shall be the ‘Chairman of the Board, or in his absence a person designated by the Board of Directors. The Secretary, or in the absence of the Secretary a person designated by the chairman of the meeting, shall act as secretary of the meeting. Meetings of the Board of Directors may be held through use of conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting.

Section 3.12. ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

Section 3.13. FEES AND COMPENSATION. Directors shall be paid such compensation as may be fixed from time to time by resolutions of the Board of Directors (a) for their usual and contemplated services as directors, (b) for their services as members of committees appointed by the Board of Directors, including attendance at committee meetings as well as services which may be required when committee members must consult with management staff, and (c) for extraordinary services as directors or as members of committees appointed by the Board of Directors, over and above those services for which compensation is fixed pursuant to items (a) and (b) in this Section 3.13. Compensation may be in the form of an annual retainer fee or a fee for attendance at meetings, or both, or in such other form or on such basis as the resolutions of the Board of Directors shall fix. Directors shall be reimbursed for all reasonable expenses incurred by them in attending meetings of the Board of Directors and committees appointed by the Board of Directors and in performing compensable extraordinary services. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity, such as an officer, agent, employee, consultant or otherwise, and receiving compensation therefor.

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Section 3.14. COMMITTEES OF THE BOARD OF DIRECTORS. Subject to the requirements of applicable law, the Board of Directors may from time to time establish committees, including standing or special committees, which shall have such duties and powers as are authorized by these Bylaws or by the Board of Directors. Committee members, and the chairman of each committee, shall be appointed by the Board of Directors. The Chairman of the Board, in conjunction with the several committee chairmen, shall make recommendations to the Board of Directors for its final action concerning members to be appointed to the several committees of the Board of Directors. Any member of any committee may be removed at any time with or without cause by the Board of Directors. Vacancies which occur on any committee shall be filled by a resolution of the Board of Directors. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors. The Board of Directors may, by resolution, at any time deemed desirable, discontinue any standing or special committee. Members of standing committees, and their chairmen, shall be elected yearly at the organizational meeting of the Board of Directors which is held immediately following the annual meeting of stockholders.

Section 3.15. MEETINGS OF COMMITTEES. Each committee of the Board of Directors shall fix its own rules of procedure consistent with the provisions of applicable law and of any resolutions of the Board of Directors governing such committee. Each committee shall meet as provided by such rules or such resolution of the Board of Directors governing such committee. Each committee shall meet as provided by such rules or such resolution of the Board of Directors, and shall also meet at the call of its chairmen or any two (2) members of such committee. Unless otherwise provided by such rules or by such resolution, the provisions of these Bylaws under Article III entitled “Directors” relating to the place of holding meetings and the notice required for meetings of the Board of Directors shall govern the place of meetings and notice of meetings for the committees of the Board of Directors. A majority of the members of each committee shall constitute a quorum thereof, except that when a committee consists of one (1), then the one (1) member shall constitute a quorum. In the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may he held as adjourned without further notice or waiver. Except in cases where it is otherwise provided by the rules of such committee or by a resolution of the Board of Directors, the vote of a majority of the members present at a duly constituted meeting at which a quorum is present shall be sufficient to pass any measure by the committee.

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ARTICLE IV
OFFICERS

Section 4.01. DESIGNATION, ELECTION AND TERM OF OFFICE. The Corporation shall have a Chairman of the Board or a Chief Executive Officer or both, such Vice Presidents as the Board of Directors deems appropriate, a Secretary and a Chief Financial Officer. These officers shall be elected annually by the Board of Directors at the organizational meeting immediately following the annual meeting of stockholders, and each such officer shall hold office until the corresponding meeting of the Board of Directors in the next year and until his successor shall have been elected and qualified or until his earlier resignation, death of removal. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.02. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the Chairman of the Board of Directors and shall, subject to the power and authority of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. In addition to the above duties, he shall have such other duties as may from time to time be assigned to him by the Board of Directors.

Section 4.03. CHIEF EXECUTIVE OFFICER The Chief Executive Officer shall be the general manger of the Corporation, subject to the power of, and accountable to, the Board of Directors. He shall have general charge and supervision of the operating elements of the Corporation and shall perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.04. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the financial officer of the Corporation. He shall be responsible to the Chief Executive Officer and the Board of Directors for the management and supervision of all financial matters and to provide for the financial growth and stability of the Corporation. He shall attend all regular meetings of the Board of Directors and keep the Directors currently informed concerning all significant financial matters that could impact upon the business or affairs of the Corporation. He shall also perform such additional duties as may be assigned to him from time to time by the Board of Directors or the Chief Executive Officer.

Section 4.05. VICE PRESIDENTS. Vice Presidents of the Corporation that are elected by the Board of Directors shall perform such duties as may be assigned to them from time to time by the Chief Executive Officer.

Section 4.06. SECRETARY. The Secretary shall keep the minutes of the meetings of the stockholders, the Board of Directors and all committee meetings. He shall be the custodian of the corporate seal and shall affix it to all documents which he is authorized by law or the Board of Directors to sign and seal. He also shall perform such other duties as may be assigned to him from time to time by the Board of Directors or the Chief Executive Officer.

Section 4.07. ASSISTANT OFFICERS. The Chief Executive Officer may appoint one or more assistant secretaries, and such other assistant officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as may be specified from time to time by the Chief Executive Officer.

Section 4.08. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case of the absence or disability of an officer of the Corporation or for any other reason that may seem sufficient to the Board of Directors, or any officer designated by it, or the Chief Executive Officer, may, for the time of the absence or disability, delegate such officer’s duties and powers to any other officer of the Corporation.

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Section 4.09. OFFICERS HOLDING TWO OR MORE OFFICES. The same person may hold any two or more of the above-mentioned offices. However, no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, by the Certificate or by these Bylaws, to be executed, acknowledged or verified by any two or more officers.

Section 4.10. COMPENSATION. The Board of Directors shall have the power to fix the compensation of all officers and employees of the Corporation.

Section 4.11. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, to the Chief Executive Officer, or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein unless otherwise determined by the Board of Directors. The acceptance of a resignation by the Corporation shall not be necessary to make it effective.

Section 4.12. REMOVAL. Any officer of the Corporation may be removed, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. Any assistant officer of the Corporation may be removed, with or without cause, by the Chairman of the Board, the Chief Executive Officer or by the Board of Directors.

ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER CORPORATE AGENTS

To the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify and hold harmless against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by each person who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise (any such action, suit or proceeding being hereinafter in this Article referred to as a “proceeding”), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation (any such person being hereafter in this Article referred to as an “indemnifiable party”). The right to indemnification conferred by this Article shall be a contract right. Where required by law, the indemnification provided for in this Article shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that the indemnification of the indemnifiable party is proper in the circumstances. The Corporation shall advance to indemnifiable parties expenses incurred in defending any proceeding prior to the final disposition thereof subject to the receipt of such undertakings from such indemnifiable party as shall be required by the applicable law. This Article shall create a right of indemnification for each such indemnifiable party whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of this Article (or the adoption of the comparable provisions of the Bylaws of the Corporation’s predecessor corporation) and, in the event of the death of an indemnifiable party, such right shall extend to such indemnifiable party’s heirs and legal representatives.

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If a claim under this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the indemnifiable party may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnifiable party shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the indemnifiable party has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

The right of indemnification hereby given shall not be exclusive of any right such indemnifiable party may have, whether by law or under any agreement, insurance policy, vote of the Board of Directors or stockholders, or otherwise.

The Corporation shall have the power to purchase and maintain insurance on behalf of any indemnifiable party against any liability asserted against or incurred by the indemnifiable party in such capacity or arising out of the indemnifiable party’s status as such whether or not the Corporation would have the power to indemnify the indemnifiable party against such liability.

ARTICLE VI
STOCK

Section 6.01. CERTIFICATES. Except as otherwise provided by law, each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and class (and series, if appropriate) of shares of stock owned by him in the Corporation. Each certificate shall be signed in the name of the Corporation by the Chairman of the Board or the Chief Executive Officer or a Vice President together with the Secretary, or an Assistant Secretary, or the Chief Financial officer. Any or all of the signatures on any certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

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Section 6.02. TRANSFER OF SHARES. Shares of stock shall be transferable on the books of the Corporation only by the holder thereof, in person or by his duly authorized attorney, upon the surrender of the certificate representing the shares to be transferred, properly endorsed, to the Corporation’s registrar if the Corporation has a registrar. The Board of Directors shall have power and authority to make such other rules and regulations concerning the issue, transfer and registration of certificates of the Corporation’s stock as it may deem expedient.

Section 6.03. TRANSFER AGENTS, AND REGISTRARS. The Corporation may have one or more transfer agents and one or more registrars of its stock whose respective duties the Board of Directors or the Secretary may, from time to time, define. No certificate of stock shall be valid until countersigned by a transfer agent, if the Corporation has a transfer agent, or until registered by a registrar, if the Corporation has a registrar. The duties of transfer agent and registrar may be combined.

Section 6.04. STOCK LEDGERS. Original or duplicate stock ledgers, containing the names and addresses of the record stockholders of the Corporation, and the number of shares of each class of stock held by them, shall be kept at the principal executive office of the Corporation or at the office of its transfer agent or registrar. The Secretary or his designee shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.05. RECORD DATES. The Board of Directors shall fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or in order to make a determination of stockholders for any other proper purpose. Such date in any case shall be not more than sixty (60) days, and in case of a meeting of stockholders, not less than ten (10) days, prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.

Section 6.06. NEW CERTIFICATES. In case any certificate of stock is lost, stolen, mutilated or destroyed, the Board of Directors may authorize the issuance of a new certificate in place there of upon such terms and conditions as it may deem advisable; or the Board of Directors may delegate such power to any officer or officers or agents of the Corporation; but the Board of Directors or such officer or officers or agents, in their discretion, may refuse to issue such a new certificate unless the Corporation is ordered to do so by a court of competent jurisdiction. Furthermore, the Corporation, or its officers or agents, may require the owner of a lost, stolen, mutilated or destroyed certificate, or his legal representative, to give the Corporation a bond (or other security) sufficient to indemnify it against any claim that may be made on account of the alleged loss, theft, mutilation or destruction of any such certificate or the issuance of new certificates or uncertified shares.

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Section 6.07. STOCK PURCHASE PLANS; STOCK OPTION PLANS

1. The Corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale, for such consideration as may be fixed, of its unissued shares, or of issued shares acquired or to be acquired, to one or more of the employees or directors of the Corporation or of a subsidiary or to a trustee on their behalf and for the payment for such shares installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes or otherwise.

2. A stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the reservation of title until full payment therefor, the effect of the termination of employment, an option or obligation on the part of the Corporation to repurchase the shares upon termination of employment, subject to applicable law, restrictions upon transfer of the share and the time limits of and termination of the plan.

ARTICLE VII
CORPORATE RECORDS

Section 7.01. TYPES OF RECORDS. The Corporation shall keep adequate and correct books and records of account, shall keep minutes of the proceedings of the stockholders, Board of Directors and committees of the Board of Directors and shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each. Such minutes shall be kept in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible written form within a reasonable time.

Section 7.02. FINANCIAL STATEMENTS AND REPORTS. To the extent applicable, the Corporation will file with the Securities and Exchange Commission (“S.E.C.”) all quarterly, other interim, and annual financial reports required by the Securities and Exchange Act of 1934 (the “Exchange Act”). Further, so long as the Corporation is subject to the reporting requirements of Section 12 of the Exchange Act, it shall prepare and submit to stockholders an annual report in accordance with Rule 14a-3 of the S.E.C. A copy of the foregoing reports shall be maintained in the principal executive office of the Corporation and such reports shall be exhibited at all reasonable times to any stockholder requesting an examination of them.

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The financial statements referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of any authorized officer of the Corporation that such financial statements were prepared without audit from the books and records of the Corporation.

Section 7.03. STOCKHOLDERS’ RIGHT OF INSPECTION. The books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors shall be open to inspection, upon the written demand under oath stating the purpose thereof, by any stockholder or holder of a voting trust certificate at any reasonable time during usual business hours, for any proper purpose. This right of inspection shall extend to the records of the subsidiaries, if any, of the Corporation. Such inspection may be made in person, or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 7.04. DIRECTORS’ RIGHT OF INSPECTION. Every director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and/or its subsidiary corporations for a purpose reasonably related to his position as a director. Such inspection may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

ARTICLE VIII
SUNDRY PROVISIONS

Section 8.01. FISCAL YEAR. The fiscal year of the corporation shall end on the 31st day of December of each year.

Section 8.02. SEAL. The seal of the Corporation shall bear the name of the Corporation, the date of its incorporation, and the word “Delaware.”

Section 8.03. VOTING OF STOCK IN OTHER CORPORATIONS. Any shares of stock in other corporations or associations, which may from time to time be held by the Corporation, may be represented and voted at any of the stockholders’ meetings thereof by the Chairman of the Board of his designee. The Board of Directors, however, may be resolution appoint some other person or persons to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

Section 8.04. AMENDMENTS. These Bylaws may be adopted, repealed, rescinded, altered or amended only as provided in Articles Fifth and Sixth of the Certificate.

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EX-10.46

Exhibit 10.46

September 24, 2008

Paul Gregrey
38 West 26^th Street, Apt 5B
New York, NY 10010

Dear Paul:

This letter confirms our agreement (“Agreement”) regarding your employment at Westwood One, Inc. and/or its Related Entities (“Westwood” or the “Company”). Capitalized terms used but not defined herein shall have the meaning set forth in your employment agreement with Westwood One, Inc., effective May 1, 2003, as amended (“Employment Agreement”).

1. Your employment with Westwood and the Employment Agreement terminated effective September 19, 2008. In connection with the foregoing and contingent upon your execution of and full compliance with the terms of this Agreement, Westwood shall pay you $170,100 in two installments as follows: (i) $145,100 by no later than October 3, 2008 and (ii) $25,000 by no later than March 31, 2009. Any payments provided to you herein shall be reduced by appropriate deductions for federal, state, local taxes and all other appropriate deductions and shall be paid in accordance with Westwood’s normal payroll policies and policies and practices regarding the payment of commissions. You acknowledge that you have been paid all compensation, in cash or otherwise, due to you from Westwood, and except as set forth above, you shall not receive any other compensation in cash, salary, commission, draw or bonus, for accrued and unused vacation, or otherwise. Your right to receive, and the Company’s obligation to pay, the payments contained in this Section 1 shall not arise until the Effective Date of this Agreement and shall further depend upon your compliance with this Agreement and your returning all of the Company’s property as described in Section 7(a) herein.

2. In exchange and as consideration for the representations, warranties, covenants and release contained herein, you shall receive the consideration set forth in Section 1.

3. In consideration of the consideration described in Section 1 and for other good and valuable consideration, you on your own behalf and on behalf of your heirs, executors, administrators, attorneys, agents, successors and assigns hereby voluntarily, knowingly and irrevocably release and forever discharge, Westwood and its present, former and future subsidiaries, divisions, related entities, parents, successors, assigns, officers, agents, representatives, attorneys, fiduciaries, administrators, directors, stockholders, partners and employees (collectively, the “Westwood Released Parties”) from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity, which you ever had, now have, or which may arise in the future regarding any matter arising on or before the date of execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding your employment at or termination of employment from Westwood (including without limitation any claim for earned and unused vacation days), any contract (including without limitation your Employment Agreement), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, religion, national origin, or disability, or other claims, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. 1981; the Employee Retirement Income Security Act; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the National Labor Relations Act; the Sarbanes-Oxley Act of 2002; all amendments to the foregoing and any other federal, state or local law, ordinance or regulation, as well as common law and any claim of a violation of public policy.

Paul Gregrey
September 24, 2008
Page 2

4. In consideration of the consideration described in Section 1 above and for other good and valuable consideration, you also hereby specifically waive any and all rights or claims that you have, or may hereafter have, to reinstatement or reemployment with Westwood. Any reemployment shall be at the sole and absolute discretion of Westwood.

5. (a) You specifically and expressly hereby waive California Civil Code Section 1542.  By your signature hereto you certify that you have read the following provision of California Civil Code Section 1542:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

(b) You further certify that you understand and acknowledge that the significance and consequence of this waiver of California Civil Code Section 1542 is that even if you should eventually suffer additional damages arising out of the facts referred to herein, you will not be able to make any claim for those damages.  Furthermore, you acknowledge that you intend these consequences even as to claims for damages that may exist as of the date of this release but which you do not know exist, and which, if known, would materially affect your decision to execute this release, regardless of whether your lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.

6. Pursuant to and as a part of your complete, total release and discharge of Westwood and the Westwood Released Parties, you agree, not to sue or file a charge, complaint, grievance or demand for arbitration in any forum except to enforce this Agreement or assist or otherwise participate, except as may be required by law, in any claim, arbitration, suit, action, investigation or other proceeding of any kind which relates to any matter that involves Westwood and the Westwood Released Parties and that occurred on or before your execution of this Agreement. You represent that you have not filed or initiated any such proceedings against Westwood and the Westwood Released Parties.

7. (a) You agree that while employed by Westwood you have had access to confidential and proprietary information, including, without limitation, customer lists, financial data and trade secret information. You agree that any such confidential information you acquired while an employee of Westwood shall not be disclosed to any other person or used in a manner detrimental to Westwood’s interests. In addition, you shall return to Westwood all Westwood property and tangible confidential information in your possession including, but not limited to, keys, computers, pagers, files, agreements, documents, telephones, fax machines and credentials. You agree to cooperate with Westwood in any investigation Westwood undertakes or litigation Westwood is involved in relating to matters that occurred during your employment with Westwood.

Paul Gregrey
September 24, 2008
Page 3

(b) For good and valuable consideration provided herein only, you hereby ratify and reaffirm the restrictions set forth in Paragraphs 8 and 9 of your Employment Agreement and that such shall remain in full force and effect, including, without limitation, that the restrictions contained in Paragraphs 8(c), provided, however, that the parties agree that the Restricted Period shall continue until and terminate on March 31, 2009. By your signature hereto you acknowledge that you have reviewed such paragraphs in connection with your review of this Agreement and understand the restrictions contained therein.

(c) You acknowledge that Westwood has established a valuable and extensive trade in the services it provides, which has been developed at considerable expense to Westwood. You agree that, by virtue of the special knowledge that you have received from Westwood, and the relationship of trust and confidence between you and Westwood, you have certain information and knowledge of the operations of Westwood that are confidential and proprietary in nature, including, without limitation, information about its Corporate Affiliates and Sponsors. You agree that you will not make use of or disclose at any time, without the prior written consent of Westwood, Confidential Information relating to Westwood and any of its Related Entities (including, without limitation, its Sponsor lists, its Corporate Affiliates, its technical systems, its contracts, its methods of operation, its business plans and opportunities, its strategic plans and its trade secrets), and further, that you will return to Westwood all written materials in your possession embodying such Confidential Information.

(d) You agree that the limitations set forth herein on your rights are reasonable and necessary for the protection of Westwood. In this regard, you specifically agree that the limitations as to period of time and geographic area, as well as all other restrictions on your activities specified herein, are reasonable and necessary for the protection of Westwood. The parties hereto agree that the remedy at law for any breach of your obligations under this Section of this Agreement would be inadequate and that Westwood shall be entitled to injunctive or other equitable relief (without bond or undertaking) in any proceeding which may be brought to enforce any provisions of this Section.

8. You understand and agree that neither you nor anyone acting on your behalf will publish, publicize, disseminate, communicate or cause to be published, publicized, disseminated or communicated, to any entity or person whatsoever, directly or indirectly, information concerning your employment with Westwood, the existence of this Agreement or the terms described herein except to your attorneys, accountants, tax advisors or immediate family, which for purposes hereof shall include your spouse, parents, children, siblings, grandparents, grandchildren, mother-in-law and father-in-law. You agree not to make any statement or take any actions which in any way disparage or which could harm the reputation and/or goodwill of Westwood, or in any way, directly or indirectly, cause or encourage the making of such statements or the taking of such actions by anyone else. Nothing in this paragraph shall prohibit you from responding truthfully to a lawfully issued subpoena, court order, or other lawful request by any regulatory agency or government authority.

Paul Gregrey
September 24, 2008
Page 4

9. You further acknowledge and agree that in the event you ever challenge the enforceability of this agreement or breach this Agreement, Westwood will seek offset of any payments made to you herein or benefits provided to you to the extent permitted by law and Westwood will not be required to make any further payments to you or to provide you with any other benefits referred to herein.

10. The terms of this Agreement, including all facts, circumstances, statements and documents relating thereto, shall not be admissible or submitted as evidence in any litigation in any forum except as required by law for any purpose other than to secure enforcement of the terms and conditions of this Agreement.

11. The validity and construction of this Agreement shall be governed by the laws of the State of New York, excluding the conflict of law principles thereof.

12. The parties agree that any dispute, controversy or claim arising out of this Agreement, except for any injunctive or equitable relief, shall be finally settled by arbitration in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of this Agreement and judgment upon the award may be entered in any court having jurisdiction thereof.

13. Except as otherwise set forth herein and covenants you agreed that survive the termination of your employment, this Agreement sets forth the terms and conditions of your separation of employment with Westwood, and supersedes any and all prior oral and written agreements between you and Westwood, including your Employment Agreement. This Agreement may not be altered, amended or modified except by a further writing signed by you and Westwood.

14. This Agreement may be executed in counterparts, including via facsimile copy, each of which shall constitute an original, but all of which together shall constitute one agreement.

15. The failure of any party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of the Agreement.

16. If any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective in a legal forum, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon the parties.

Paul Gregrey
September 24, 2008
Page 5

17. You acknowledge that you have been offered at least 45 days from the date you received this Agreement within which to consider its terms; that you have been advised to consult with an attorney regarding the terms of this Agreement and that you have done so to the extent you desired. You further acknowledge that your signature below indicates that you are entering into this Agreement freely, knowingly and voluntarily with a full understanding of its terms, including the complete general release of all claims against Westwood and the Westwood Released Parties. The terms of this Agreement shall not become effective or enforceable until seven (7) days following the date of its execution by both parties (the “Effective Date”), during which time you may revoke the Agreement by notifying Westwood in writing, by registered mail delivered to the attention of the undersigned at 40 West 57^th Street, 5^th Floor, New York, NY 10019. You acknowledge that you have been given ample opportunity to review this Agreement and have read it in its entirety.

		Very truly yours,
		WESTWOOD ONE, INC.
Date:	9/25/08	By:	/s/ David Hillman
			Name: David Hillman
			Title: CAO & GC

By signing this Agreement below, you agree to and accept the provisions contained herein. You certify and acknowledge that you (i) have been advised to consult with an attorney about this Agreement prior to executing same, (ii) have read the Agreement, (iii) understand its contents, (iv) are voluntarily entering into this Agreement free from coercion or duress and (v) agree to be bound by its terms.

Date:	9/24/08	/s/ Paul Gregrey
		Paul Gregrey

EX-10.48

Exhibit 10.48

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Andrew Hersam (“Employee”) and Westwood One, Inc. (the “Company”).

1. Employment. The Company hereby employs Employee, and Employee accepts such employment, and agrees to devote Employee’s full time and efforts to the interests of the Company upon the terms and conditions hereinafter set forth.

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee’s term of employment by the Company shall commence on May 12, 2008 (the “Effective Date”) and shall continue in effect until the second anniversary thereof (the “Term”). If the Company desires not to extend this Agreement, it shall deliver written notice to Employee on or prior to the 90^th day immediately preceding the expiration of the Term of its intention to terminate this Agreement effective on the last day of the Term. Unless otherwise terminated pursuant hereto, if Employee continues to be employed by the Company after the Term, then Employee’s employment shall be deemed to continue until such time as either party shall deliver written notice to the other party and this Agreement shall terminate thirty (30) days after the giving of such notice. The period from the Effective Date through the date of termination is hereinafter referred to as the “Employment Period”.

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as Executive Vice President, Chief Revenue Officer. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the CEO of the Company. Employee shall devote all of Employee’s professional time, energy and ability to the proper and efficient conduct of the Company’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the Chief Executive Officer, the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s New York City offices.

(b) The Company may from time to time call on Employee to perform services related to the business of developing and broadcasting network and syndicated radio programming and traffic, news, sports and weather reports, which may include (in the Company’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company’s business, as reasonably requested from time to time by the Chief Executive Officer, the President, the Board of Directors or their designee.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

(d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

4. Compensation.

(a) Base Salary. For the services to be rendered by Employee during the Employment Period, the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “Base Salary”) of $35,416.67 for the Employment Period, payable in accordance with the Company’s normal payroll practices. Employee shall be eligible for annual increases in his Base Salary in an amount of up to five percent (5%), in the sole and absolute discretion of the Compensation Committee or their designee.

(b) Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued at up to $385,000 for each of calendar years 2008 and 2009, each in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee, provided, however, that Employee shall receive a minimum discretionary bonus valued at no less than $192,500 for calendar year 2008 (such amount, the “2008 Guaranteed Bonus”). The Company may use Employee’s and the Company’s achievement of financial goals as general guidelines to determine Employee’s eligibility for a discretionary bonus. Any cash component of any bonus will be payable in accordance with the Company’s normal payroll practices and no later than (i) April 30, 2009 (in the case of the bonus for 2008) and (ii) April 30, 2010 (in the case of the bonus for 2009). Employee shall not be eligible for any bonus for a calendar year, pro-rated or otherwise, if Employee is not an Employee of the Company: (i) at the end of the applicable calendar year; (ii) at the time such bonus is to be paid, or (iii) if Employee has materially breached this Agreement, which breach remains uncured in accordance with Section 6(a) hereof.

(c) Equity Compensation. Company management hereby agrees that prior to the Effective Date, it shall recommend that the Compensation Committee grant Employee on the Effective Date an award of equity compensation of stock options to purchase 300,000 shares of Company common stock to vest in three equal installments on each anniversary of the Effective Date, subject to the terms and conditions of the Company’s equity compensation plan (such award, the “2008 Signing Award”). The exercise price of such stock options will be the closing price of the Company’s common stock on the date of grant by the Compensation Committee (i.e., the Effective Date).

(d) Equity Awards. Employee shall be eligible for such future grants of equity compensation recommended by Company management, subject to the approval of and in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. All equity compensation granted to Employee, including such awards made pursuant to Sections 4(c) and 4(d) hereof, shall be granted subject to the terms and conditions of the Company’s equity compensation plan, and using such form award as the Compensation Committee has approved for grants to Company employees.

(e) Benefits. During the Employment Period, Employee shall accrue vacation on a monthly basis and at a rate of four (4) weeks per year (pro-rated for partial years). Except as expressly set forth herein, any vacation time shall be subject to prevailing practice and/or policies of the Company in regard to vacations for its employees. Employee shall be entitled to participate in all benefits plans that may be established by the Company for employees that report directly to the CEO (such employees, “Comparable Employees”), subject to the terms and conditions of such plans.

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(f) Total Compensation. Employee agrees and acknowledges by his signature hereto that the compensation set forth in this Section 4 constitutes all of the compensation payable to Employee for his services hereunder and that no other compensation shall be due to Employee hereunder.

(g) Signing Bonus. In addition to other amounts due hereunder, Company agrees to pay to Employee within 30 days of the Effective Date, the amount of $17,500 as a signing bonus.

5. Expenses. Subject to compliance by Employee with such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company, the Company shall reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses.

6. Termination of Employment.

(a) During the Employment Period, the Company shall have the right to terminate the employment of Employee hereunder immediately by giving notice thereof to Employee if any of the following has occurred, which notice shall state the circumstances or events constituting Cause; provided, that, in the case of clauses (i) through (iv) of this Section 6(a), Employee shall be given a reasonable opportunity to cure, but in no event more than ten (10) business days, to the extent such act or failure to act is curable:

(i) if Employee has (A) failed, refused or habitually has neglected to carry out or to perform the reasonable duties required of Employee hereunder or otherwise breached any provision of this Agreement (other than Sections 7, 8 or 10 hereof, which are governed by Section 6(a)(iv) hereof), (B) willfully breached any statutory or common law duty; (C) breached Section 3(c) or 3(d) of this Agreement; or (D) violated any of the Company’s internal policies or procedures.

(ii) if Employee is convicted of a felony or a crime involving moral turpitude, or enters into a plea of nolo contendere or guilty to, a felony or a crime involving moral turpitude, or if Employee has willfully engaged in conduct which would injure the reputation of the Company in any material respect or otherwise adversely affect its interests in any material respect if Employee were retained as an employee of the Company;

(iii) if Employee becomes unable by reason of physical disability or other incapacity (as may be defined in applicable disability insurance policies) to carry out or to perform the duties required of Employee hereunder for a continuous period of ninety (90) days or for a non-continuous period of one hundred twenty (120) days in the aggregate in any twelve (12)-month period; provided, however, that Employee’s compensation during any period in which Employee is unable to perform the duties required of Employee hereunder shall be reduced in accordance with the Company’s policies and by any disability payments (excluding any reimbursements for medical expenses and the like) which Employee is entitled to receive under group or other disability insurance policies of the Company during such period;

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(iv) if Employee breaches any of the provisions of Sections 7, 8 or 10 hereof or breaches any of the terms or obligations of any other confidentiality agreements entered into between Employee and the Company, or the Company’s Related Entities, if any;

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to his employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(b) Employee’s employment with the Company shall automatically terminate (without notice to Employee’s estate) upon the death or loss of legal capacity of Employee.

(c) In the event of any termination of employment pursuant to Section 6, Employee (or Employee’s estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation and any vested portion of the equity compensation previously awarded to Employee and (iii) no other compensation. The parties agree that the payments set forth in this Section 6(c) constitute all of Company’s obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee’s termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a), all of Employee’s equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a)). Notwithstanding the foregoing, in the case of a termination pursuant to Sections 6(d) or 6(e), additional payments shall be due as expressly set forth below.

(d) The Company may terminate Employee’s employment hereunder during the Term effective at any time upon written notice to Employee. In the event that: (I) the Company terminates Employee’s employment other than pursuant to Section 6(a) or 6(b); (II) Employee is terminated in connection with a “Change of Control” or (III) Employee elects to terminate his employment for Good Reason as expressly described in Section 6(e) below, subject in all cases to Employee’s executing and not revoking a waiver and general release substantially in the form attached as Exhibit A hereto, which may be modified for changes in law and for consistency with the Company’s standard form required for other senior officers of the Company from time to time (the “Release”): (x) the Company shall pay Employee one times the annual Base Salary (the “Termination Amount”) to be paid in equal installments over the one-year period on a schedule that mirrors the Company’s then effective payroll practices; provided, however, that in the case the six-month delay set forth in Section 17(b) shall apply to such amounts to the extent they exceed the Separation Pay Limit (as defined in Section 17(b)); and (y) if Employee is terminated in the first year of the Term, 1/3 of the 2008 Signing Award shall vest effective on the date of termination. For the avoidance of doubt, it is understood and agreed that notwithstanding anything contained herein to the contrary, Employee shall have no duty to mitigate in the event that Company exercises its rights pursuant to this Section 6(d).

(e) Provided the Company has not notified Employee that he is being terminated pursuant to Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any time upon written notice to the Company for Good Reason provided such notice is given to the Company within thirty (30) days after the triggering event. For purposes hereof, “Good Reason” shall mean that a material portion of Employee’s duties are withdrawn or significantly diminished.

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(f) The Company shall provide the Release to Employee within seven (7) business days following the date of termination. In order to receive the payments and benefits under Section 6(d) or 6(e), Employee shall be required to sign the Release within 21 or 45 days after the date it is provided to him, as required by applicable law, and not revoke it within the seven day period following the date on which it is signed. All payments delayed pursuant to the foregoing, except to the extent delayed pursuant to Section 17(b), shall be paid to Employee in a lump sum on the first Company payroll date on or following the sixtieth (60^th) day after the date of termination, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

7. No Conflict of Interest; Proper Conduct. (a) (x) During the Term and in any event, not less than ninety (90) days after the Employment Period if Employee is terminated pursuant to Sections 6(a) or 6(b) or (y) during the Employment Period and for an additional period equal to the time period during which Employee is paid severance by the Company after the Employment Period if Employee is terminated pursuant to Sections 6(d) or 6(e) (notwithstanding the foregoing, such period described in this Section 7(a)(y) shall not be less than ninety (90) days nor greater than one (1) year), Employee will not, directly or indirectly, either individually or as a stockholder (except as a stockholder of less than one percent (1%) of the issued and outstanding stock of a publicly-held corporation whose gross assets exceed $100,000,000), investor, officer, director, member, employee, agent, trustee, associate or consultant of any Person:

(i) compete with the Company in any business in competition with that then carried on by the Company and/or its Related Entities;

(ii) engage in or carry on any Restricted Activity;

(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; or

(iv) solicit (or assist or encourage to solicit), divert or attempt to divert any business, patronage or customer (including known prospects) of the Company or its Related Entities to Employee or a competitor or rival of the Company or its Related Entities.

(b) Employee further agrees that it shall not, without the Company’s prior written consent, engage in any activity during the Employment Period that would conflict with, interfere with, impede or hamper the performance of Employee’s duties for the Company or would otherwise be prejudicial to the Company’s business interests. Employee shall not commit any act or become involved in any situation or occurrence that, in the Company’s reasonable judgment, could tend to bring Employee or the Company into public disrepute, contempt, scandal or ridicule, could provoke, insult or offend the community or any group or class thereof, or could reflect unfavorably upon the Company or any of its Sponsors or Affiliates. Employee shall comply with all applicable laws and regulations governing the Company and its business, including without limitation, regulations promulgated by the Federal Communications Commission or any other regulatory agency. The parties hereto agree that the remedy at law for any breach of Employee’s obligations under this Section 7 or Section 8 (Confidential Information and the Results of Services) of this Agreement would be inadequate and that any enforcing party shall be entitled to injunctive or other equitable relief (without bond or undertaking) in any proceeding which may be brought to enforce any provisions of this Section 7. Resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

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8. Confidential Information and the Results of Services. Employee acknowledges that the Company has established a valuable and extensive trade in the services it provides, which has been developed at considerable expense to the Company, and expects to divulge to Employee certain confidential information and trade secrets relating to the Company’s business, provide information relating to the Company’s customer base and otherwise provide Employee with the ability to injure the Company’s goodwill unless certain reasonable restrictions are imposed upon Employee which are contained in this Section 8. Employee agrees that, by virtue of the special knowledge that Employee has received and will receive from the Company, and the relationship of trust and confidence between Employee and the Company, Employee has or will have certain information and knowledge of the operations of the Company that are confidential and proprietary in nature, including, without limitation, information about Affiliates and Sponsors. Employee agrees that during the Employment Period and thereafter, Employee will not make use of or disclose, without the prior consent of the Company, Confidential Information relating to the Company or any of its Related Entities (including, without limitation, its Sponsor lists, its Affiliate/station lists, its technical systems, its contracts, its methods of operation, its business plans and opportunities, its strategic plans and its trade secrets), and further, that Employee will return to the Company all written materials in Employee’s possession embodying such Confidential Information.

9. Work for Hire. Employee agrees that any ideas, concepts, discoveries, techniques, patents, copyrights, trademarks or computer programs relating to the business or operations of the Company and its Related Entities which are developed or discovered by Employee, solely or jointly with others, during the Employment Period, shall be deemed to have been made within the scope of Employee’s employment and therefore constitute works for hire and shall automatically upon their creation become the exclusive property of the Company. Employee agrees to promptly notify and fully disclose the existence of such works to the Company. To the extent such items are not works for hire under applicable law, Employee assigns them and any and all intangible proprietary rights relating thereto to the Company in their entirety and agrees to execute any and all documents necessary or desired by the Company to reflect the Company’s ownership thereof.

10. Communications Act of 1934. Employee represents and warrants that neither Employee nor, to the best of Employee’s knowledge, information and belief, any other individual, has accepted or agreed to accept, or has paid or provided or agreed to pay or provide, any money, service or any other valuable consideration, as defined in Section 507 of the Communications Act of 1934, as amended, for the broadcast of any matter contained in programs. Employee further represents and warrants that during the Employment Period Employee shall comply with all legal requirements set forth herein.

11. Certain Definitions. As used in this Agreement, the following capitalized terms have the meanings indicated:

Affiliates. Any Person with whom the Company has or had a contract or other arrangement to provide network and/or syndicated radio programming.

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Change in Control. Such meaning set forth in the Company’s 2005 Equity Compensation Plan, as may be amended from time to time (the “Equity Plan”), provided, however, that for purposes of this Agreement and the benefits to which Employee would be entitled under Section 12 of the Equity Plan, clause (i) of said definition shall be modified to read as follows: “(i) the acquisition by any Person (as hereinafter defined) of 50% or more of the outstanding Shares (the “Outstanding Company Stock”) (other than an acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Person that controls, is controlled by or is under common control within the Company or other than a Non-Qualifying Business Combination (as defined below));”

Confidential Information. Information obtained by Employee during the Employment Period which concerns the affairs of the Company or its Related Entities and which the Company has requested be held in confidence or could reasonably be expected to desire to be held in confidence, or the disclosure of which would likely be embarrassing, detrimental or disadvantageous to the Company or its Related Entities and including the terms of this Agreement. Confidential Information shall include the information described in Section 8 as well as works for hire as described in Section 9 hereof, however, it shall not include information which Employee can demonstrate to be: (i) information that is at the time of receipt by Employee in the public domain, known to Employee or is otherwise generally known in the industry or subsequently enters the public domain or becomes generally known in the industry through no fault of Employee or (ii) information that at any time is received in good faith by Employee from a third party which was lawfully in possession of the same and had the right to disclose the same. Notwithstanding any provision to the contrary contained herein, the terms of this Agreement may be disclosed to Employee’s legal, financial and tax advisors and any members of Employee’s immediate family, which for purposes hereof shall include Employee’s spouse, parents, children, siblings, grandparents, grandchildren, mother-in-law and father-in-law.

Person. Any individual, corporation, partnership, joint venture, limited liability partnership or limited liability company, trust, unincorporated organization, association or other entity.

Related Entity or Related Entities. Any Person that directly or indirectly controls, is controlled by, or is under common control with the Company (or its successor or assign), including but not limited to Westwood One Radio Networks, Inc., Westwood One Radio, Inc., Metro Networks Communications, Inc. and Metro Network Communications, Limited Partnership. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Restricted Activities. Any of the following: (i) providing services to a traffic, news, sports, weather or other information report gathering or broadcast service or to a radio network or syndicator, or any direct competitor of the Company or its Related Entities; (ii) soliciting Sponsors and dealing with accounts with respect to the immediately preceding clause (i); (iii) soliciting Affiliates to enter into any contract or arrangement with any Person to provide the information set forth in clause (i); or (iv) forming or providing operational assistance to any business or a division of any business engaged in the foregoing activities.

Sponsor(s). Any and all client advertisers of the Company (including its subsidiaries and Affiliates) including without limitation advertisers whose commercial material is to be, is or was incorporated in any one or more of the Company’s programs or announcements, live or recorded, broadcast over the facilities of the Company, by the Company, or pursuant to an arrangement with an affiliated station, broadcaster or transmitter of the Company’s programming.

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12. Choice of Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

13. Arbitration. The parties hereby agree that any and all claims or controversies relating to Employee’s employment with the Company, or termination thereof, including but not limited to claims for breach of contract, tort, unlawful discrimination or harassment (including any claims arising under Title VII, the Americans with Disabilities Act, and the Age Discrimination in Employment Act), and any violation of any local, state or federal law (“Arbitrable Claims”), except for any equitable relief sought by a party, shall be resolved by arbitration in accordance with the then applicable JAMS Employment Arbitration Rules And Procedures. However, claims under applicable workers’ compensation laws or the National Labor Relations Act shall not be subject to arbitration. Arbitration under this Agreement shall be the exclusive remedy for all Arbitrable Claims and shall be final and binding on all parties. Unless the parties mutually agree otherwise, the arbitrator shall be selected from a panel provided by JAMS and the arbitration shall be held in New York County, New York. Any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator(s). THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY MATTERS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT. The prevailing party in any arbitration brought under the terms hereof, shall be entitled to request reimbursement of reasonable attorney’s fees and expenses.

14. Assignment. The rights of the Company hereunder may, without the consent of Employee, be assigned by the Company to any Related Entity or successor of the Company or any entity which acquires all or substantially all of the Company’s assets. Except as provided in the preceding sentence, the Company may not assign all or any of its rights, duties or obligations hereunder without the prior written consent of Employee. This Agreement is not assignable by Employee.

15. Merger or Reorganization. In the event of any merger, consolidation, dissolution or reorganization of the Company (including but not limited to any reorganization where the Company is not the surviving or resulting entity), or any transfer of all or substantially all of the assets of the Company, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the surviving or resulting partnership or the corporation (or other entity) or person(s) to which such assets shall be transferred.

16. Remedies. Except as it may elect otherwise, the Company shall have all rights, powers or remedies provided by law or equity for breach of this Agreement available to it, it being understood and agreed that no one of them shall be considered as exclusive of the others or as exclusive of any other rights, powers and remedies allowed by law. The exercise or partial exercise of any right, power or remedy shall neither constitute the election thereof nor the waiver of any other right, power or remedy. Without limiting the generality of the foregoing, Employee agrees that, in addition to all other rights and remedies available at law or in equity, the Company shall be entitled to enforcement of this Agreement in accordance with the principles of equity (without bond or undertaking), the remedy at law being hereby agreed and acknowledged by Employee to be inadequate.

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17. Section 409A of the Code.

(a) Although the Company does not guarantee the tax treatment of any particular payment or benefit, it is intended that the provisions of this Agreement provide for payments or benefits that either comply with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made subject to this Section 17(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B) and to the extent such payment and benefits exceed the Separation Pay Limit (as defined herein) , such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” and (ii) the date of Employee’s death. On the first day of the seventh month following the date of Employee’s “separation from service” or, if earlier, on the date of his death, all payments delayed pursuant to this Section 17(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the “Separation Pay Limit” means two times the lesser of: (i) Employee’s annualized compensation based on Employee’s annual rate of pay for Employee’s taxable year preceding the taxable year in which Employee’s termination of employment occurs; and (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the year in which Employee terminates employment.

18. Survival. The provisions contained in Sections 7 through 19 shall survive the termination or expiration of the Employment Period and the Employee’s employment with the Company and shall be fully enforceable thereafter.

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19. Miscellaneous. This Agreement supersedes all prior understandings and agreements between the parties (including the Company’s Related Entities) with respect to the subject matter hereof. This Agreement contains the entire agreement of the parties with respect to the subject matter covered hereby and may be amended, waived or terminated only by an instrument in writing executed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, successors and permitted assigns. All notices, requests, demands and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or delivered by registered or certified mail, or overnight courier to such address listed below the parties’ respective signature lines or to such other address as notified in writing by the parties; provided, that, notices to the Company shall be addressed to the attention of the “Chief Executive Officer”, with a copy to the “General Counsel”. Any provision hereof prohibited by or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement. No provision of this Agreement shall be interpreted against any party because such party drafted such provision. Submission of this Agreement to Employee, or Employee’s agents or attorneys, for examination or signature does not constitute or imply an offer of employment, and this Agreement shall have no binding effect until execution hereof by both the Company and Employee. If either party waives a breach of this Agreement by the other party, that waiver will not operate or be construed as a waiver of any subsequent breaches. This Agreement may be executed in counterparts, including via facsimile or PDF, which together shall constitute but one and the same agreement.

(Remainder of page is intentionally left blank.)

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IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 8th day of May 2008 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

“COMPANY”
WESTWOOD ONE, INC.
By:	/s/ Thomas Beusse
	Name:	Thomas Beusse
	Title:	President and CEO
	Address:	40 West 57th Street, 15th Floor
		New York, NY 10019
“EMPLOYEE”
/s/ Andrew Hersam
Andrew Hersam
Address:

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EXHIBIT A

FORM OF RELEASE

For good and valuable consideration received in connection with my termination of employment with Westwood One, Inc., a Delaware corporation (the “Company”), pursuant to Section 6 of my employment agreement with the Company dated May 8, 2008 (the “Employment Agreement”), I, Andrew Hersam, do hereby release and forever discharge and covenant not to sue the Company, the Related Entities (as defined in the Employment Agreement) and their respective subsidiaries and affiliates and their respective directors, members, partners, officers, managers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities) and its and their predecessors or successors (collectively, the “Releasees”), from any and all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities whatsoever, which I ever had or now have or which I or any of my heirs, executors, administrators and assigns hereafter can, shall or may have by reason of or relating to my employment with the Company as of the effective date of this general release (this “General Release”).

By signing this General Release, I am providing a complete waiver of all claims against the Releasees that may have arisen, whether known or unknown, up until the effective date of this General Release. This includes, but is not limited to, claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) (the “ADEA”), the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except as to claims pertaining to vested benefits under employee benefit plans covered by ERISA and maintained by the Releasees), and all applicable amendments to the foregoing acts and laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of my employment. This General Release shall not, however, constitute a waiver of: (i) my rights under any employee benefit plan currently maintained by the Company; (ii) my rights under the Employment Agreement intended to survive my termination of employment; (iii) my rights under the Company’s certificate of incorporation, By-Laws, insurance policies or other written agreements with respect to indemnification; or (iv) any claims to enforce rights arising under the ADEA or other civil rights statute after the effective date of this General Release. I hereby reaffirm my obligations under Sections 7 through 11 of the Employment Agreement, and understand that such provisions shall be fully enforceable in accordance with the terms and conditions of the Employment Agreement following my termination of employment with the Company.

I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees involving any matter occurring in the past up to the date of this General Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this General Release. This General Release shall not affect my rights under the Older Workers Benefit Protection Act to have a judicial determination of the validity of this General Release and does not purport to limit any right I may have to file a charge under the ADEA or other civil rights statute or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or other investigative agency. This General Release does, however, waive and release any right to recover damages under the ADEA or other civil rights statute.

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I have been given twenty-one (21) days to review this General Release and have been given the opportunity to consult with legal counsel, and I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects, and I voluntarily accept the consideration under Section 6 of the Employment Agreement for the purpose of making full and final settlement of all claims referred to above. If I have signed this General Release prior to the expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I have seven (7) days after executing to revoke this General Release, and that this General Release will not become effective if I exercise my right to revoke my signature within seven (7) days of execution. I understand and acknowledge that my right to receive the consideration under Section 6 of the Employment Agreement, however, is conditioned upon my execution and non-revocation of this General Release.

Upon the receipt of reasonable notice from the Company (including the Company’s outside counsel), I agree to respond and provide information with regard to matters in which I had knowledge as a result of my employment with the Company, and provide reasonable assistance to the Company and its Related Entities and their respective representatives in defense of any claims that may be made against the Company or any of its Related Entities, and assist the Company and its Related Entities in the prosecution of any claims that may be made by the Company or any of its Related Entities, to the extent that such claims may relate to the period of my employment with the Company. I further agree to promptly inform the Company if I become aware of any lawsuits involving such claims that may be filed or threatened against the Company or any of its Related Entities. I also agree to promptly inform the Company (to the extent I am legally permitted to do so) if I am asked to assist in any investigation of the Company or any of its Related Entities or its or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation, and shall not do so unless legally required.

I acknowledge that I have not relied on any representations or statements not set forth in this General Release.

This General Release will be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law principles thereof. If any provision in this General Release is held invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.

IN WITNESS WHEREOF, I have executed this General Release on this                      day of                                         , 20                    .

Andrew Hersam

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EX-10.49

Exhibit 10.49

EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is entered into by and between Jonathan S. Marshall (“Employee”) and Westwood One, Inc. (the “Company”).

1. Employment. The Company hereby employs Employee, and Employee accepts such employment, and agrees to devote Employee’s full time and efforts to the interests of the Company upon the terms and conditions hereinafter set forth. Notwithstanding the foregoing, it is understood and agreed that for a period of sixty (60) days after the Effective Date, Employee shall continue to operate and wind-down his law firm, JS Marshall & Assoc. solely to the extent such services are limited to closing pending transactions and the law firm; and provided, further, that such matters shall not materially interfere with Employee’s services hereunder during such 60-day period. Employee acknowledges and agrees that “time is of the essence” in closing his law firm.

2. Term of Employment. Subject to the provisions for termination hereinafter provided, Employee’s term of employment by the Company shall commence on April 14, 2008 (the “Effective Date”) and shall continue in effect until the third anniversary thereof (the “Term”). If the Company desires not to extend this Agreement, it shall deliver written notice to Employee on or prior to the 90^th day immediately preceding the expiration of the Term of its intention to terminate this Agreement effective on the last day of the Term. Unless otherwise terminated pursuant hereto, if Employee continues to be employed by the Company after the Term, then Employee’s employment shall be deemed to continue until such time as either party shall deliver written notice to the other party and this Agreement shall terminate thirty (30) days after the giving of such notice. The period from the Effective Date through the date of termination is hereinafter referred to as the “Employment Period”.

3. Services to be Rendered by Employee.

(a) During the Employment Period, Employee shall serve as Executive Vice President, Business Affairs & Strategic Development. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the CEO of the Company. Employee shall devote all of Employee’s professional time, energy and ability to the proper and efficient conduct of the Company’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the Chief Executive Officer, the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s Culver City offices.

(b) The Company may from time to time call on Employee to perform services related to the business of developing and broadcasting network and syndicated radio programming and traffic, news, sports and weather reports, which may include (in the Company’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company’s business, as reasonably requested from time to time by the Chief Executive Officer, the President, the Board of Directors or their designee.

(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.

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(d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

4. Compensation.

(a) Base Salary. For the services to be rendered by Employee during the Employment Period, the Company shall pay Employee, and Employee agrees to accept a monthly base salary (the “Base Salary”) of $31,250 for the Employment Period, payable in accordance with the Company’s normal payroll practices. Employee shall be eligible for annual increases in his Base Salary in an amount of up to five percent (5%), in the sole and absolute discretion of the Compensation Committee or their designee.

(b) Discretionary Bonus. Employee shall be eligible for an annual discretionary bonus valued at up to $250,000 for each of calendar years 2008, 2009 and 2010 in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. The Company may use Employee’s and the Company’s achievement of financial goals as general guidelines to determine Employee’s eligibility for a discretionary bonus. Any cash component of any bonus will be payable in accordance with the Company’s normal payroll practices and no later than (i) April 30, 2009 (in the case of the bonus for 2008), (ii) April 30, 2010 (in the case of the bonus for 2009) and (iii) last day of the Term (in the case of the bonus for 2010). Employee shall not be eligible for any bonus for a calendar year, pro-rated or otherwise, if Employee is not an Employee of the Company: (i) at the end of the applicable calendar year; (ii) at the time such bonus is to be paid, or (iii) if Employee has materially breached this Agreement, which breach remains uncured in accordance with Section 6(a) hereof.

(c) Equity Compensation. Company management hereby agrees that prior to the Effective Date, it shall recommend that the Compensation Committee grant Employee on the Effective Date an award of equity compensation of stock options to purchase 300,000 shares of Company common stock to vest in three equal installments on each anniversary of the Effective Date, subject to the terms and conditions of the Company’s equity compensation plan (such award, the “2008 Signing Award”). The exercise price of such stock options will be the closing price of the Company’s common stock on the date of grant by the Compensation Committee (i.e., the Effective Date).

(d) Equity Awards. Employee shall be eligible for such future grants of equity compensation recommended by Company management, subject to the approval of and in the sole and absolute discretion of the Board of Directors or its Compensation Committee or their designee. All equity compensation granted to Employee, including such awards made pursuant to Sections 4(c) and 4(d) hereof, shall be granted subject to the terms and conditions of the Company’s equity compensation plan, and using such form award as the Compensation Committee has approved for grants to Company employees.

(e) Benefits. During the Employment Period, Employee shall accrue vacation on a monthly basis and at a rate of four (4) weeks per year (pro-rated for partial years). Except as expressly set forth herein, any vacation time shall be subject to prevailing practice and/or policies of the Company in regard to vacations for its employees. Employee shall be entitled to participate in all benefits plans that may be established by the Company for employees that report directly to the CEO (such employees, “Comparable Employees”), subject to the terms and conditions of such plans.

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(f) Total Compensation. Employee agrees and acknowledges by his signature hereto that the compensation set forth in this Section 4 constitutes all of the compensation payable to Employee for his services hereunder and that no other compensation shall be due to Employee hereunder.

(g) Signing Bonus. In addition to other amounts due hereunder, Company agrees to pay to Employee within 30 days of the Effective Date, the amount of $70,000 as a signing bonus to defer costs associated with closing his law firm, including early termination of the existing lease of the office. Notwithstanding the foregoing, in the event that Employee is able to reduce the cost of terminating his lease (which Employee presently represents is $45,000) then in such event Employee agrees to reimburse Company for an amount equal to the difference between $45,000 and the actual cost to terminate such lease.

5. Expenses. Subject to compliance by Employee with such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company, the Company shall reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses. In addition, Employee will continue to maintain his law license in the state of California during the Term and in connection therewith, the Company agrees to reimburse Employee for his actual, out-of-pocket costs for bar dues as well as reasonable costs associated with attending MCLE courses (the cost of the course only, no travel or lodging or other expenses) required by the state of California for such purpose.

6. Termination of Employment.

(a) During the Employment Period, the Company shall have the right to terminate the employment of Employee hereunder immediately by giving notice thereof to Employee if any of the following has occurred, which notice shall state the circumstances or events constituting Cause; provided, that, in the case of clauses (i) through (iv) of this Section 6(a), Employee shall be given a reasonable opportunity to cure, but in no event more than ten (10) business days, to the extent such act or failure to act is curable:

(i) if Employee has (A) failed, refused or habitually has neglected to carry out or to perform the reasonable duties required of Employee hereunder or otherwise breached any provision of this Agreement (other than Sections 7, 8 or 10 hereof, which are governed by Section 6(a)(iv) hereof), (B) willfully breached any statutory or common law duty; (C) breached Section 3(c) or 3(d) of this Agreement; or (D) violated any of the Company’s internal policies or procedures.

(ii) if Employee is convicted of a felony or a crime involving moral turpitude, or enters into a plea of nolo contendere or guilty to, a felony or a crime involving moral turpitude, or if Employee has willfully engaged in conduct which would injure the reputation of the Company in any material respect or otherwise adversely affect its interests in any material respect if Employee were retained as an employee of the Company;

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(iii) if Employee becomes unable by reason of physical disability or other incapacity (as may be defined in applicable disability insurance policies) to carry out or to perform the duties required of Employee hereunder for a continuous period of ninety (90) days or for a non-continuous period of one hundred twenty (120) days in the aggregate in any twelve (12)-month period; provided, however, that Employee’s compensation during any period in which Employee is unable to perform the duties required of Employee hereunder shall be reduced in accordance with the Company’s policies and by any disability payments (excluding any reimbursements for medical expenses and the like) which Employee is entitled to receive under group or other disability insurance policies of the Company during such period;

(iv) if Employee breaches any of the provisions of Sections 7, 8 or 10 hereof or breaches any of the terms or obligations of any other confidentiality agreements entered into between Employee and the Company, or the Company’s Related Entities, if any;

(v) if Employee commits an act of fraud, misrepresentation or dishonesty related to his employment with the Company, or steals or embezzles assets of the Company; or

(vi) if Employee engages in a conflict of interest or self-dealing.

(b) Employee’s employment with the Company shall automatically terminate (without notice to Employee’s estate) upon the death or loss of legal capacity of Employee.

(c) In the event of any termination of employment pursuant to Section 6, Employee (or Employee’s estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination, (ii) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation and any vested portion of the equity compensation previously awarded to Employee and (iii) no other compensation. The parties agree that the payments set forth in this Section 6(c) constitute all of Company’s obligations, monetary or otherwise, to Employee under the terms of this Agreement in the event of Employee’s termination pursuant to Section 6(a) or 6(b). Additionally, if Employee is terminated pursuant to Section 6(a), all of Employee’s equity compensation (including, without limitation, any granted pursuant to this employment agreement or otherwise), vested and unvested, shall terminate and expire, except in the case of vested stock options which Employee has exercised prior to the date of termination (for the avoidance of doubt, all vested equity compensation (except for stock options which have been exercised) shall be forfeited in the event of a termination pursuant to Section 6(a)). Notwithstanding the foregoing, in the case of a termination pursuant to Sections 6(d) or 6(e), additional payments shall be due as expressly set forth below.

(d) The Company may terminate Employee’s employment hereunder during the Term effective at any time upon written notice to Employee. In the event that: (I) the Company terminates Employee’s employment other than pursuant to Section 6(a) or 6(b); (II) Employee is terminated in connection with a “Change of Control” or (III) Employee elects to terminate his employment for Good Reason as expressly described in Section 6(e) below, subject in all cases to Employee’s executing and not revoking a waiver and general release substantially in the form attached as Exhibit A hereto, which may be modified for changes in law and for consistency with the Company’s standard form required for other senior officers of the Company from time to time (the “Release”): (x) the Company shall pay Employee the lesser of (the lesser of (i) or (ii), the “Termination Amount”): (i) remaining Base Salary due to Employee through the end of the Term, to be paid in equal payments over the

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remainder of the Term on a schedule that mirrors the Company’s then effective payroll practices and (ii) two times the annual Base Salary to be paid in equal installments over the two-year period on a schedule that mirrors the Company’s then effective payroll practices; provided, however, that in the case of (i) or (ii) the six-month delay set forth in Section 17(b) shall apply to such amounts to the extent they exceed the Separation Pay Limit (as defined in Section 17(b)); (y) if Employee is terminated in the first year of the Term, 1/3 of the 2008 Signing Award shall vest effective on the date of termination; and (z) if Employee is terminated after the first year of the Term, any equity compensation previously awarded to Employee (including, without limitation, any granted pursuant to this employment agreement or otherwise) that as of the date of termination has not vested, shall vest so that Employee receives on the date of termination a pro rata portion (the “Pro Rata Portion”) of any previously granted award which shall be calculated as follows with respect to each such award (including the 2008 Signing Award): (x) the number of shares which would have vested on the next installment/vesting date multiplied by the number of days in such year of the Term for which Employee was employed, divided by (y) the number of days in such year (i.e., 365 unless such year is a leap year). By way of example only, if Employee is terminated on June 15, 2009 (i.e., 45 days after the Effective Date, assuming for purposes of this example, an Effective Date of May 1, 2008), pursuant to this clause (z) hereof, Employee would be entitled to 45/365 of any unvested portion of any equity compensation awarded to Employee as of the date of termination (e.g., any award made in early 2009, if any, and the 2008 Signing Award). If Employee is terminated on June 15, 2010, under clause (z) hereof, Employee would be entitled to an additional 45/365 of any unvested portion of any equity compensation awarded to Employee as of the date of termination (e.g., any award made in early 2009 and early 2010, if any, and the 2008 Signing Award). For the avoidance of doubt, it is understood and agreed that notwithstanding anything contained herein to the contrary, Employee shall have no duty to mitigate in the event that Company exercises its rights pursuant to this Section 6(d).

(e) Provided the Company has not notified Employee that he is being terminated pursuant to Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any time upon written notice to the Company for Good Reason provided such notice is given to the Company within thirty (30) days after the triggering event. For purposes hereof, “Good Reason” shall mean that a material portion of Employee’s duties are withdrawn or significantly diminished.

(f) The Company shall provide the Release to Employee within seven (7) business days following the date of termination. In order to receive the payments and benefits under Section 6(d) or 6(e), Employee shall be required to sign the Release within 21 or 45 days after the date it is provided to him, as required by applicable law, and not revoke it within the seven day period following the date on which it is signed. All payments delayed pursuant to the foregoing, except to the extent delayed pursuant to Section 17(b), shall be paid to Employee in a lump sum on the first Company payroll date on or following the sixtieth (60^th) day after the date of termination, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

7. No Conflict of Interest; Proper Conduct. (a) (x) During the Term and in any event, not less than ninety (90) days after the Employment Period if Employee is terminated pursuant to Sections 6(a) or 6(b) or (y) during the Employment Period and for an additional period equal to the time period during which Employee is paid severance by the Company after the Employment Period if Employee is terminated pursuant to Sections 6(d) or 6(e) (notwithstanding the foregoing, such period described in this Section 7(a)(y) shall not be less than ninety (90) days nor greater than one (1) year), Employee will not, directly or indirectly, either individually or as a stockholder (except as a stockholder of less than one percent (1%) of the issued and outstanding stock of a publicly-held corporation whose gross assets exceed $100,000,000), investor, officer, director, member, employee, agent, trustee, associate or consultant of any Person:

(i) compete with the Company in any business in competition with that then carried on by the Company and/or its Related Entities;

(ii) engage in or carry on any Restricted Activity;

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(iii) employ or offer to employ or solicit employment of any employee or consultant of the Company or its Related Entities; or

(iv) solicit (or assist or encourage to solicit), divert or attempt to divert any business, patronage or customer (including known prospects) of the Company or its Related Entities to Employee or a competitor or rival of the Company or its Related Entities.

provided, however, nothing contained in this Section 7(a) shall prohibit Employee from rendering his legal services as a member of any law firm (including his own law firm).

(b) Employee further agrees that it shall not, without the Company’s prior written consent, engage in any activity during the Employment Period that would conflict with, interfere with, impede or hamper the performance of Employee’s duties for the Company or would otherwise be prejudicial to the Company’s business interests. Employee shall not commit any act or become involved in any situation or occurrence that, in the Company’s reasonable judgment, could tend to bring Employee or the Company into public disrepute, contempt, scandal or ridicule, could provoke, insult or offend the community or any group or class thereof, or could reflect unfavorably upon the Company or any of its Sponsors or Affiliates. Employee shall comply with all applicable laws and regulations governing the Company and its business, including without limitation, regulations promulgated by the Federal Communications Commission or any other regulatory agency. The parties hereto agree that the remedy at law for any breach of Employee’s obligations under this Section 7 or Section 8 (Confidential Information and the Results of Services) of this Agreement would be inadequate and that any enforcing party shall be entitled to injunctive or other equitable relief (without bond or undertaking) in any proceeding which may be brought to enforce any provisions of this Section 7. Resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

8. Confidential Information and the Results of Services. Employee acknowledges that the Company has established a valuable and extensive trade in the services it provides, which has been developed at considerable expense to the Company, and expects to divulge to Employee certain confidential information and trade secrets relating to the Company’s business, provide information relating to the Company’s customer base and otherwise provide Employee with the ability to injure the Company’s goodwill unless certain reasonable restrictions are imposed upon Employee which are contained in this Section 8. Employee agrees that, by virtue of the special knowledge that Employee has received and will receive from the Company, and the relationship of trust and confidence between Employee and the Company, Employee has or will have certain information and knowledge of the operations of the Company that are confidential and proprietary in nature, including, without limitation, information about Affiliates and Sponsors. Employee agrees that during the Employment Period and thereafter, Employee will not make use of or disclose, without the prior consent of the Company, Confidential Information relating to the Company or any of its Related Entities (including, without limitation, its Sponsor lists, its Affiliate/station lists, its technical systems, its contracts, its methods of operation, its business plans and opportunities, its strategic plans and its trade secrets), and further, that Employee will return to the Company all written materials in Employee’s possession embodying such Confidential Information.

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9. Work for Hire. With the express exception of Existing Entertainment Projects (defined below) to which this Section 9 shall not apply, Employee agrees that any ideas, concepts, discoveries, techniques, patents, copyrights, trademarks or computer programs relating to the business or operations of the Company and its Related Entities which are developed or discovered by Employee, solely or jointly with others, during the Employment Period, shall be deemed to have been made within the scope of Employee’s employment and therefore constitute works for hire and shall automatically upon their creation become the exclusive property of the Company. Employee agrees to promptly notify and fully disclose the existence of such works to the Company. To the extent such items are not works for hire under applicable law, Employee assigns them and any and all intangible proprietary rights relating thereto to the Company in their entirety and agrees to execute any and all documents necessary or desired by the Company to reflect the Company’s ownership thereof.

10. Communications Act of 1934. Employee represents and warrants that neither Employee nor, to the best of Employee’s knowledge, information and belief, any other individual, has accepted or agreed to accept, or has paid or provided or agreed to pay or provide, any money, service or any other valuable consideration, as defined in Section 507 of the Communications Act of 1934, as amended, for the broadcast of any matter contained in programs. Employee further represents and warrants that during the Employment Period Employee shall comply with all legal requirements set forth herein.

11. Certain Definitions. As used in this Agreement, the following capitalized terms have the meanings indicated:

Affiliates. Any Person with whom the Company has or had a contract or other arrangement to provide network and/or syndicated radio programming.

Change in Control. Such meaning set forth in the Company’s 2005 Equity Compensation Plan, as may be amended from time to time (the “Equity Plan”), provided, however, that for purposes of this Agreement and the benefits to which Employee would be entitled under Section 12 of the Equity Plan, clause (i) of said definition shall be modified to read as follows: “(i) the acquisition by any Person (as hereinafter defined) of 50% or more of the outstanding Shares (the “Outstanding Company Stock”) (other than an acquisition by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Person that controls, is controlled by or is under common control within the Company or other than a Non-Qualifying Business Combination (as defined below));”

Confidential Information. Information obtained by Employee during the Employment Period which concerns the affairs of the Company or its Related Entities and which the Company has requested be held in confidence or could reasonably be expected to desire to be held in confidence, or the disclosure of which would likely be embarrassing, detrimental or disadvantageous to the Company or its Related Entities and including the terms of this Agreement. Confidential Information shall include the information described in Section 8 as well as works for hire as described in Section 9 hereof, however, it shall not include information which Employee can demonstrate to be: (i) information that is at the time of receipt by Employee in the public domain, known to Employee (prior to his involvement with the Company in February 2008) or is otherwise generally known in the industry or subsequently enters the public domain or becomes generally known in the industry through no fault of Employee or (ii) information that at any time is received in good faith by Employee from a third party which was lawfully in possession of the same and had the right to disclose the same. Notwithstanding any provision to the contrary contained herein, the terms of this Agreement may be disclosed to Employee’s legal, financial and tax advisors and any members of Employee’s immediate family, which for purposes hereof shall include Employee’s spouse, parents, children, siblings, grandparents, grandchildren, mother-in-law and father-in-law.

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Existing Entertainment Projects. Such television and film projects under the working titles listed below for which Employee serves as an executive producer pursuant to existing contracts: “Alberta House”; “I Walked with a Zombie”; “Bedlam”; “Five Came Back”; “The Body Snatcher”; and “The Adam Sandler Project.”

Person. Any individual, corporation, partnership, joint venture, limited liability partnership or limited liability company, trust, unincorporated organization, association or other entity.

Related Entity or Related Entities. Any Person that directly or indirectly controls, is controlled by, or is under common control with the Company (or its successor or assign), including but not limited to Westwood One Radio Networks, Inc., Westwood One Radio, Inc., Metro Networks Communications, Inc. and Metro Network Communications, Limited Partnership. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Restricted Activities. Any of the following: (i) providing services to a traffic, news, sports, weather or other information report gathering or broadcast service or to a radio network or syndicator, or any direct competitor of the Company or its Related Entities (subject to the last sentence hereof); (ii) soliciting Sponsors and dealing with accounts with respect to the immediately preceding clause (i); (iii) soliciting Affiliates to enter into any contract or arrangement with any Person to provide the information set forth in clause (i); or (iv) forming or providing operational assistance to any business or a division of any business engaged in the foregoing activities. Notwithstanding the foregoing, Restricted Activity shall expressly exclude Employee’s serving on the Board of Directors of Traffic Scan Network, Inc., a Louisiana corporation which provides traffic and news reports to radio and television stations in the Baton Rouge, Lafayette and Alexandria, Louisiana markets, of which Employee is the majority owner; provided, such business does not expand into markets which are competitive with Metro Networks. For purposes hereof, a competitor shall not be deemed to be entertainment or media companies providing a broad range of products (e.g., TV, movies, print, Internet) unless Employee is employed or involved to a material extent in radio and/or traffic/news/sports/talk information services at such company.

Sponsor(s). Any and all client advertisers of the Company (including its subsidiaries and Affiliates) including without limitation advertisers whose commercial material is to be, is or was incorporated in any one or more of the Company’s programs or announcements, live or recorded, broadcast over the facilities of the Company, by the Company, or pursuant to an arrangement with an affiliated station, broadcaster or transmitter of the Company’s programming.

12. Choice of Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

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13. Arbitration. The parties hereby agree that any and all claims or controversies relating to Employee’s employment with the Company, or termination thereof, including but not limited to claims for breach of contract, tort, unlawful discrimination or harassment (including any claims arising under Title VII, the Americans with Disabilities Act, and the Age Discrimination in Employment Act), and any violation of any local, state or federal law (“Arbitrable Claims”), except for any equitable relief sought by a party, shall be resolved by arbitration in accordance with the then applicable JAMS Employment Arbitration Rules And Procedures. However, claims under applicable workers’ compensation laws or the National Labor Relations Act shall not be subject to arbitration. Arbitration under this Agreement shall be the exclusive remedy for all Arbitrable Claims and shall be final and binding on all parties. Unless the parties mutually agree otherwise, the arbitrator shall be selected from a panel provided by JAMS and the arbitration shall be held in New York County, New York. Any court having jurisdiction thereof may enter judgment on the award rendered by the arbitrator(s). THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY MATTERS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT. The prevailing party in any arbitration brought under the terms hereof, shall be entitled to request reimbursement of reasonable attorney’s fees and expenses.

14. Assignment. The rights of the Company hereunder may, without the consent of Employee, be assigned by the Company to any Related Entity or successor of the Company or any entity which acquires all or substantially all of the Company’s assets. Except as provided in the preceding sentence, the Company may not assign all or any of its rights, duties or obligations hereunder without the prior written consent of Employee. This Agreement is not assignable by Employee.

15. Merger or Reorganization. In the event of any merger, consolidation, dissolution or reorganization of the Company (including but not limited to any reorganization where the Company is not the surviving or resulting entity), or any transfer of all or substantially all of the assets of the Company, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the surviving or resulting partnership or the corporation (or other entity) or person(s) to which such assets shall be transferred.

16. Remedies. Except as it may elect otherwise, the Company shall have all rights, powers or remedies provided by law or equity for breach of this Agreement available to it, it being understood and agreed that no one of them shall be considered as exclusive of the others or as exclusive of any other rights, powers and remedies allowed by law. The exercise or partial exercise of any right, power or remedy shall neither constitute the election thereof nor the waiver of any other right, power or remedy. Without limiting the generality of the foregoing, Employee agrees that, in addition to all other rights and remedies available at law or in equity, the Company shall be entitled to enforcement of this Agreement in accordance with the principles of equity (without bond or undertaking), the remedy at law being hereby agreed and acknowledged by Employee to be inadequate.

17. Section 409A of the Code.

(a) Although the Company does not guarantee the tax treatment of any particular payment or benefit, it is intended that the provisions of this Agreement provide for payments or benefits that either comply with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

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(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made subject to this Section 17(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B) and to the extent such payment and benefits exceed the Separation Pay Limit (as defined herein) , such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” and (ii) the date of Employee’s death. On the first day of the seventh month following the date of Employee’s “separation from service” or, if earlier, on the date of his death, all payments delayed pursuant to this Section 17(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the “Separation Pay Limit” means two times the lesser of: (i) Employee’s annualized compensation based on Employee’s annual rate of pay for Employee’s taxable year preceding the taxable year in which Employee’s termination of employment occurs; and (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the year in which Employee terminates employment.

18. Survival. The provisions contained in Sections 7 through 19 shall survive the termination or expiration of the Employment Period and the Employee’s employment with the Company and shall be fully enforceable thereafter.

19. Miscellaneous. This Agreement supersedes all prior understandings and agreements between the parties (including the Company’s Related Entities) with respect to the subject matter hereof. This Agreement contains the entire agreement of the parties with respect to the subject matter covered hereby and may be amended, waived or terminated only by an instrument in writing executed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, successors and permitted assigns. All notices, requests, demands and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or delivered by registered or certified mail, or overnight courier to such address listed below the parties’ respective signature lines or to such other address as notified in writing by the parties; provided, that, notices to the Company shall be addressed to the attention of the “Chief Executive Officer”, with a copy to the “General Counsel”. Any provision hereof prohibited by or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement. No provision of this Agreement shall be interpreted against any party because such party drafted such provision. Submission of this Agreement to Employee, or Employee’s agents or attorneys, for examination or signature does not constitute or imply an offer of employment, and this Agreement shall have no binding effect until execution hereof by both the Company and Employee. If either party waives a breach of this Agreement by the other party, that waiver will not operate or be construed as a waiver of any subsequent breaches. This Agreement may be executed in counterparts, including via facsimile or PDF, which together shall constitute but one and the same agreement.

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IN WITNESS WHEREOF, this Agreement is EXECUTED as of the 11th day of April 2008 to be EFFECTIVE FOR ALL PURPOSES as of the Effective Date.

“COMPANY” WESTWOOD ONE, INC.
By:	/s/ Thomas Beusse
	Name:	Thomas Beusse
	Title:   Address:	CEO and President 40 West 57th Street, 15th Floor New York, NY 10019
“EMPLOYEE”
/s/ Jonathan S. Marshall
Jonathan S. Marshall
Address:		2165 Sunset Crest Drive Los Angeles, CA 90067

-11-

EXHIBIT A

FORM OF RELEASE

For good and valuable consideration received in connection with my termination of employment with Westwood One, Inc., a Delaware corporation (the “Company”), pursuant to Section 6 of my employment agreement with the Company dated April 11, 2008 (the “Employment Agreement”), I, Jonathan S. Marshall , do hereby release and forever discharge and covenant not to sue the Company, the Related Entities (as defined in the Employment Agreement) and their respective subsidiaries and affiliates and their respective directors, members, partners, officers, managers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities) and its and their predecessors or successors (collectively, the “Releasees”), from any and all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities whatsoever, which I ever had or now have or which I or any of my heirs, executors, administrators and assigns hereafter can, shall or may have by reason of or relating to my employment with the Company as of the effective date of this general release (this “General Release”).

By signing this General Release, I am providing a complete waiver of all claims against the Releasees that may have arisen, whether known or unknown, up until the effective date of this General Release. This includes, but is not limited to, claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) (the “ADEA”), the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except as to claims pertaining to vested benefits under employee benefit plans covered by ERISA and maintained by the Releasees), and all applicable amendments to the foregoing acts and laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of my employment. This General Release shall not, however, constitute a waiver of: (i) my rights under any employee benefit plan currently maintained by the Company; (ii) my rights under the Employment Agreement intended to survive my termination of employment; (iii) my rights under the Company’s certificate of incorporation, By-Laws, insurance policies or other written agreements with respect to indemnification; or (iv) any claims to enforce rights arising under the ADEA or other civil rights statute after the effective date of this General Release. I hereby reaffirm my obligations under Sections 7 through 11 of the Employment Agreement, and understand that such provisions shall be fully enforceable in accordance with the terms and conditions of the Employment Agreement following my termination of employment with the Company.

I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees involving any matter occurring in the past up to the date of this General Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this General Release. This General Release shall not affect my rights under the Older Workers Benefit Protection Act to have a judicial determination of the validity of this General Release and does not purport to limit any right I may have to file a charge under the ADEA or other civil rights statute or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or other investigative agency. This General Release does, however, waive and release any right to recover damages under the ADEA or other civil rights statute.

-12-

I have been given twenty-one (21) days to review this General Release and have been given the opportunity to consult with legal counsel, and I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects, and I voluntarily accept the consideration under Section 6 of the Employment Agreement for the purpose of making full and final settlement of all claims referred to above. If I have signed this General Release prior to the expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I have seven (7) days after executing to revoke this General Release, and that this General Release will not become effective if I exercise my right to revoke my signature within seven (7) days of execution. I understand and acknowledge that my right to receive the consideration under Section 6 of the Employment Agreement, however, is conditioned upon my execution and non-revocation of this General Release.

Upon the receipt of reasonable notice from the Company (including the Company’s outside counsel), I agree to respond and provide information with regard to matters in which I had knowledge as a result of my employment with the Company, and provide reasonable assistance to the Company and its Related Entities and their respective representatives in defense of any claims that may be made against the Company or any of its Related Entities, and assist the Company and its Related Entities in the prosecution of any claims that may be made by the Company or any of its Related Entities, to the extent that such claims may relate to the period of my employment with the Company. I further agree to promptly inform the Company if I become aware of any lawsuits involving such claims that may be filed or threatened against the Company or any of its Related Entities. I also agree to promptly inform the Company (to the extent I am legally permitted to do so) if I am asked to assist in any investigation of the Company or any of its Related Entities or its or their actions, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation, and shall not do so unless legally required.

I acknowledge that I have not relied on any representations or statements not set forth in this General Release.

This General Release will be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law principles thereof. If any provision in this General Release is held invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.

IN WITNESS WHEREOF, I have executed this General Release on this                      day of                     , 20_____.

Jonathan S. Marshall

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EX-10.50

Exhibit 10.50

AMENDMENT ONE

TO

EMPLOYMENT AGREEMENT

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of [date] (the “Employment Agreement”), by and between Westwood One, Inc., a Delaware corporation (the “Company”), and [employee] (the “Employee”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

WHEREAS, the Company and the Employee have previously entered into the Employment Agreement; and

WHEREAS, the Company and the Employee desire to amend the Employment Agreement in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, effective December 31, 2008, the Employment Agreement is hereby amended as follows:

1. The penultimate sentence of Section 4(b) of the Employment Agreement is hereby amended in its entirety as follows:

“Any cash component of any bonus will be payable in accordance with the Company’s normal payroll practices in the year following the year for which it is earned, but no later than (i) April 30, 2009 (in the case of the bonus for 2008), (ii) April 30, 2010 (in the case of the bonus for 2009) and (iii) last day of the Term (in the case of the bonus for 2010).”

2. The first sentence of Section 6(c) of the Employment Agreement is hereby amended in its entirety as follows:

“In the event of any termination of employment pursuant to Section 6, Employee (or Employee’s estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary prorated to the date of such termination in accordance with Section 4(a) hereof, (ii) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation and any vested portion of the equity compensation previously awarded to Employee, each in accordance with the terms of any applicable plan or policy and (iii) no other compensation.”

3. The first sentence of Section 6(e) of the Employment Agreement is hereby amended in its entirety as follows:

“Provided the Company has not notified Employee that he is being terminated pursuant to Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any time upon written notice to the Company for Good Reason provided such notice is given to the Company within thirty (30) days after the triggering event and such event is not cured by the Company within 30 days after its receipt of such notice.”

4. Section 17 of the Employment Agreement is hereby amended by adding the following new subsections (c) and (d) to the end thereof:

“(c) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.”

(d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.”

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this  _____  day of                      2008.

EMPLOYEE
WESTWOOD ONE, INC.
By:
	Name:
	Title:

EX-10.51

Exhibit 10.51

AMENDMENT ONE

TO

EMPLOYMENT AGREEMENT

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of July 7, 2008 (the “Employment Agreement”), by and between Westwood One, Inc., a Delaware corporation (the “Company”), and Steven Kalin (the “Employee”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

WHEREAS, the Company and the Employee have previously entered into the Employment Agreement; and

WHEREAS, the Company and the Employee desire to amend the Employment Agreement in a manner intended to address Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, effective December 31, 2008, the Employment Agreement is hereby amended as follows:

1. The penultimate sentence of Section 4(b) of the Employment Agreement is hereby amended in its entirety as follows:

“Any cash component of any bonus will be payable in accordance with the Company’s normal payroll practices in the year following the year for which it is earned and no later than the date the majority of “Comparable Employees” (as defined below) are paid, but in no event later than April 30 of the applicable calendar year.”

2. The first sentence of Section 6(c) is hereby amended in its entirety as follows:

“In the event of any termination of Employee’s employment (provided that the benefit described in clause (ii) below shall not be paid in the event of a termination of employment by the Company upon a Cause Event), Employee (or Employee’s estate, as the case may be) shall be entitled to receive (i) the Base Salary herein provided prorated to the date of such termination in accordance with Section 4(a) hereof; (ii) subject to the terms of Section 4(b) hereof, any annual discretionary bonus earned for any completed calendar year immediately preceding the date of termination, but not yet paid; (iii) subject to the terms of Section 17 hereof, reimbursement for any business expenses properly incurred and paid prior to and including the date of termination; (iv) Employee’s then current entitlement, if any, under the Company’s employee benefit plans and programs, including payment for any accrued and unused vacation in accordance with the terms of any applicable plan or policy; and (v) no other compensation.”

3. The first sentence of Section 6(e) of the Employment Agreement is hereby amended in its entirety as follows:

“Provided the Company has not notified Employee that he is being terminated pursuant to Sections 6(a) and 6(b) hereof, Employee may terminate his employment hereunder effective at any time upon written notice to the Company for Good Reason, provided such notice is given to the Company within thirty (30) days after the triggering event and such event is not cured by the Company within 30 days after its receipt of such notice.”

4. The third to last sentence of Section 17(b) is hereby amended in its entirety as follows:

“If Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made subject to this Section 17(b), to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” and (ii) the date of Employee’s death.”

5. The last sentence of Section 17(b) is hereby deleted.

6. Section 17 of the Employment Agreement is hereby amended by adding the following new subsections (c) and (d) to the end thereof:

“(c) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.”

(d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.”

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 22nd day of December 2008.

EMPLOYEE
/s/ Steven Kalin
Steven Kalin
WESTWOOD ONE, INC.
By:	/s/ David Hillman Name: David Hillman
	Title: CAO and GC

EX-21

Exhibit 21

SUBSIDIARIES OF WESTWOOD ONE, INC.

Name of Subsidiary	State of Incorporation/Organization
Westwood One Radio, Inc.	California
Westwood One Radio Networks, Inc.	Delaware
Westwood National Radio Corporation	Delaware
Westwood One Stations — NYC, Inc.	Delaware
Westwood One Properties, Inc.	Delaware
SmartRoute Systems, Inc.	Delaware
Metro Networks, Inc.	Delaware
Metro Networks Communications, Inc.	Maryland
Metro Networks Services, Inc.	Delaware
Metro Networks Communications, Limited Partnership	Delaware
TLAC, Inc.	Delaware

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-149725, No. 333-128362, No. 333-68785, No. 333-89595 and No. 333-85609) of Westwood One, Inc. of our report dated March 30, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appear in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 30, 2009

EX-31.1

EXHIBIT 31.1

PRESIDENT & CHIEF FINANCIAL OFFICER CERTIFICATION

I, Roderick M. Sherwood III, President and Chief Financial Officer of the Company, certify that:

1)	I have reviewed this annual report on Form 10-K of Westwood One, Inc.;
2)	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/S/ RODERICK M. SHERWOOD III Roderick M. Sherwood III

President and Chief Financial Officer

March 30, 2009

EX-31.2

EXHIBIT 31.2

CONTROLLER CERTIFICATION

I, Michael L. Zapf, Controller of the Company, certify that:

1)	I have reviewed this annual report on Form 10-K of Westwood One, Inc.;
2)	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/S/ MICHAEL L. ZAPF Michael L. Zapf

Controller

March 30, 2009

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 0F THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Westwood One, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission (the “Report”), I, Roderick M. Sherwood III, President and Chief Financial Officer of the Company, certify that to my knowledge:

1.	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ RODERICK M. SHERWOOD III Roderick M. Sherwood III
March 30, 2009

This statement is being furnished to the Securities and Exchange Commission as an exhibit to this Annual Report on Form 10-K.

A signed original of this written statement required by Section 906 has been provided to Westwood One, Inc. and will be retained by Westwood One, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 0F THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Westwood One, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission (the “Report”), I, Michael L. Zapf, Controller of the Company, certify that to my knowledge:

1.	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ MICHAEL L. ZAPF Michael L. Zapf
March 30, 2009

This statement is being furnished to the Securities and Exchange Commission as an exhibit to this Annual Report on Form 10-K.

A signed original of this written statement required by Section 906 has been provided to Westwood One, Inc. and will be retained by Westwood One, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.