Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wf3WqHe39cPVvtyIe5PphZE5F7pW1GkDJ57h5SEceH9ixmt0OEP40rP5/IeZSlza ZqQbXZer9fofn0jojeYvRQ== 0001193125-08-054168.txt : 20080312 0001193125-08-054168.hdr.sgml : 20080312 20080312161618 ACCESSION NUMBER: 0001193125-08-054168 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080312 DATE AS OF CHANGE: 20080312 GROUP MEMBERS: THE GORES GROUP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTWOOD ONE INC /DE/ CENTRAL INDEX KEY: 0000771950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 953980449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35899 FILM NUMBER: 08683758 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412063 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD ONE DELAWARE INC /CA/ DATE OF NAME CHANGE: 19860408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORES RADIO HOLDINGS, LLC CENTRAL INDEX KEY: 0001428777 IRS NUMBER: 262044138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Westwood One, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

961815107

(CUSIP Number)

Michael A. Woronoff, Esq.

Proskauer Rose LLP

2049 Century Park East, 32nd Floor

Los Angeles, CA 90067-3206

310.557.2900

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 3, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)


CUSIP No. 961815107		13D		Page 2 of 11 Pages


1.	NAMES OF REPORTING PERSONS Gores Radio Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (A) ¨ (B) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 7,142,857
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 7,142,857


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,142,857
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14.	TYPE OF REPORTING PERSON (see instructions) OO


CUSIP No. 961815107		13D		Page 3 of 11 Pages


1.	NAMES OF REPORTING PERSONS The Gores Group, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (A) ¨ (B) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 7,142,857
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 7,142,857


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,142,857
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14.	TYPE OF REPORTING PERSON (see instructions) OO


CUSIP No. 961815107		13D		Page 4 of 11 Pages

Item 1.

Security and Issuer

This Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Westwood One, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 40 West 57th Street, 5th Floor, New York, New York 10019.

Item 2.

Identity and Background

This Schedule 13D is filed on behalf of Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio”), and The Gores Group, LLC, a Delaware limited liability company (“Gores” and, together with Gores Radio, the “Gores Entities” or “Reporting Persons”).

The principal business address of each of the Gores Entities and each of the persons referred to in Appendix A is 10877 Wilshire Boulevard, 18th Floor, Los Angeles, California 90024. Each of the Gores Entities is organized in Delaware.

The principal business of Gores is managing investment funds. Gores Radio is principally engaged in the business of holding securities of the Issuer. Gores is the manager of Gores Radio. The names of the managers of Gores are set forth in Appendix A to Item 2, which is incorporated herein by reference.

Gores is the manager of Gores Radio. Gores Capital Partners II, L.P. and Gores Co-Invest Partnership II, L.P. (collectively, the “Gores Funds”) are the members of Gores Radio. Each of the members of Gores Radio has the right to receive dividends from, or proceeds from, the sale of investments by Gores Radio, including the shares of Common Stock, in accordance with their membership interests in Gores Radio. Gores Capital Advisors II, LLC (“Gores Advisors”) is the general partner of the Gores Funds. Alec E. Gores is the managing member of Gores. Each of the members of Gores Advisors (including Gores and its members) has the right to receive dividends from, or proceeds from, the sale of investments by the Gores Entities, including the shares of Common Stock, in accordance with their membership interests in Gores Advisors. Under applicable law, certain of these individuals and their respective spouses may be deemed to be beneficial owners having indirect ownership of the securities owned of record by Gores Radio by virtue of such status. Gores and each of the persons referred to in Appendix A disclaims ownership of all shares reported herein, and the filing of this Schedule 13D shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 13 of the Securities Exchange Act of 1934 or for any other purposes.

During the five years prior to the date hereof, none of the Reporting Persons, nor any of the persons referred to in Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to the Purchase Agreement, dated as of February 25, 2008, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference (the “Purchase Agreement”), between Gores Radio and the Issuer, on March 3, 2008, Gores Radio purchased 7,142,857 shares of the Common Stock for an aggregate purchase price of $12,500,000. The purchase of the Common Stock was financed with cash on hand from contributions of members of Gores Radio. All such contributions were in the ordinary course and pursuant to investor commitments to Gores Radio.


CUSIP No. 961815107		13D		Page 5 of 11 Pages

Item 4.

Purpose of Transaction

Pursuant to the Purchase Agreement, the Issuer issued and sold to Gores Radio 7,142,857 shares of the Common Stock. The purpose of the transaction was to facilitate an investment in the Issuer.

Purchase Agreement

In accordance with the terms of the Purchase Agreement, the Issuer (i) sold to Gores Radio, and Gores Radio purchased from the Issuer, in a private placement on March 3, 2008, 7,142,857 shares of Common Stock at a price of $1.75 per share (the closing when such stock was sold, the “First Closing”) and (ii) will sell to Gores Radio an additional 7,142,857 shares of Common Stock at $1.75 per share (which is anticipated to close on or before March 24, 2008). Also pursuant to the Purchase Agreement, Gores Radio has agreed to purchase from the Issuer: up to $75.0 million of 7.50% Series A Convertible Preferred Stock (the “Convertible Preferred Stock”), and warrants to purchase up to 10.0 million shares of Common Stock (issued in three tranches consisting of (1) warrants to purchase up to 3,330,000 shares of Common Stock at a strike price of $5.00 per share, (2) warrants to purchase up to 3,330,000 shares of Common Stock at a strike price of $6.00 per share, and (3) warrants to purchase up to 3,340,000 shares of Common Stock at a strike price of $7.00 per share) (collectively, the “Warrants”). If issued, the Warrants will expire four (4) years from the original date of issuance, contain customary anti-dilution protections and may not be transferred separately from the Convertible Preferred Stock for 18 months following the First Closing. The Issuer, (i) by providing Gores Radio notice of its intention to reduce the investment on or before March 25, 2008, may reduce the amount of Convertible Preferred Stock to be issued and sold to Gores Radio by (but no less than) 100% or (ii) by providing Gores Radio notice of its intention to reduce the investment on or before March 31, 2008, may reduce the amount of Convertible Preferred Stock to be issued and sold to Gores Radio by up to one-third (1/3), and in either case the amount of Warrants Gores Radio would receive would also be reduced by the same percentage (allocated proportionately among the three tranches). The time at which the Convertible Preferred Stock and Warrants, if so elected by the Issuer, are issued and sold, is referred to herein as the “CPS/Warrants Closing.”

Terms of Convertible Preferred Stock

If issued, the Convertible Preferred Stock will have the terms set forth in the Certificate of Designations of 7.50% Series A Convertible Preferred Stock of the Issuer (the “Certificate of Designations”) attached as Exhibit A to the Purchase Agreement. Holders of the Convertible Preferred Stock would be entitled to receive dividends at a rate of 7.50% per annum, compounded quarterly, which will be added to the Liquidation Preference (initially equal to $1,000 per share, subject to adjustment as described below). If the Convertible Preferred Stock remains outstanding on the fifth (5th) anniversary of the original date of issuance, the dividend rate will increase to 15.00% per annum. Holders of the Convertible Preferred Stock will also be entitled to receive dividends declared or paid on the Common Stock on an as-converted basis.

The Convertible 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). If any Convertible Preferred Stock remains outstanding after 66 months from the original date of issuance, the Liquidation Preference per share will increase by 50%. Following 18 months from the date of issuance, the Issuer may cause the conversion of the Convertible Preferred Stock if the per share closing price of Common Stock equals or exceeds $4.00 for 60 trading days in any 90 day trading period or the Issuer sells $50.0 million or more of Common Stock to a third party at a price per share equal to or greater than $4.00. After 57 months from the original date of issuance, the Issuer has the sole option to redeem the Convertible Preferred Stock at any time.

With respect to dividends and any Liquidation Event (as defined in the Certificate of Designations), the Convertible Preferred Stock ranks senior in priority to the Common Stock and to each other class of capital stock or series of preferred stock of the Issuer. The Convertible Preferred Stock has customary pre-emptive rights on any future issuances of Common Stock if such Common Stock is issued by the Issuer at less than $4.00 per share, with the exception of certain carve-outs for stock issued: (i) upon conversion of the Convertible Preferred Stock and Warrants, (ii) in connection with a bona fide acquisition by the Issuer or (iii) pursuant to the Issuer’s equity compensation plans, as more specifically described in the “Excluded Stock” definition in the Certificate of Designations.


CUSIP No. 961815107		13D		Page 6 of 11 Pages

Directorships, Indemnification and Compensation

Upon a CPS/Warrants Closing, if any, the Board of Directors (the “Board”) of the Issuer would be increased to eleven (11) members, of which three (3) members initially would be elected by Gores Radio (reduced to two members if less than 66-2/3% of the Convertible Preferred Stock originally issued remains outstanding). Also at the CPS/Warrants Closing, Gores Radio will have the right to nominate one independent director within the meaning of NYSE listing standards. The right to elect directors is a class right in favor of the holders of Convertible Preferred Stock which terminates if Gores Radio and its affiliates fail to hold at least 50% of the Convertible Preferred Stock originally issued. Gores directors will receive the same indemnification and compensation as received by the other non-employee directors of the Issuer, except that the non-independent Gores directors will not be entitled to receive any equity-based compensation received by Issuer directors.

Governance Provisions

Under the terms of the Certificate of Designations, as long as Gores Radio and its affiliates holds at least 50% of the Convertible Preferred Stock originally issued, the approval by the holders of a majority of the outstanding shares of Convertible Preferred Stock is required for the Issuer to take certain significant corporate actions, including, without limitation, approval of the Issuer’s annual budget (including any material variances therefrom), the hiring of a Chief Executive Officer, the issuance of additional shares of capital stock (subject to certain exceptions enumerated in the Certificate of Designations), the declaration of dividends and share repurchases (subject to certain exceptions enumerated in the Certificate of Designations), annual capital expenditures in excess of $15.0 million, incurrence of indebtedness above certain thresholds and, for a period of 66 months from the original date of issuance, mergers, consolidations and substantial asset sale transactions involving the Company. In addition, as long as Gores Radio and its affiliates hold at least 50% of the Convertible Preferred Stock originally issued, a majority of the Gores Radio directors will be entitled to designate the Chairman of the Board (who shall be Norman J. Pattiz so long as he is eligible and thereafter, the Chairman of the Board shall be neither a Gores Radio director nor a Gores Radio-nominated independent director) and the Vice Chairman of the Board.

“Go Shop” Provision

Pursuant to the terms of the Purchase Agreement, the Issuer has a 30-day “go shop” period (expiring March 25, 2008) during which it may solicit other equity investment offers and until the end of which, at the Issuer’s sole discretion, terminate the Purchase Agreement, subject to paying the $0.5 million fee described below. If the Purchase Agreement is not terminated, following this initial period and until the earlier of: (x) the CPS/Warrants Closing and (y) termination of the Purchase Agreement (such period, the “Restricted Period”), the Issuer may not solicit, and except in limited circumstances, consider or entertain, any other equity investment offers.

Standstill

Under the Purchase Agreement, during the time that Gores Radio and its affiliates owns at least 15% of the voting power of the Issuer and until the fifth (5th) anniversary of the original issue date of the CPS/Warrants Closing, Gores Radio and its affiliates would be subject to certain standstill restrictions, including, among other things, a limitation on the voting of any voting securities acquired by it in excess of 35% of the voting power of the Issuer and, for a period of 18 months following the First Closing, a limitation on engaging in a proxy contest with respect to the Issuer, taking action to change the size and composition of the Board or calling a special meeting of Issuer stockholders.

Closing Conditions

The various transactions contemplated by the Purchase Agreement are each subject to certain closing conditions as specified in the Purchase Agreement.

At the First Closing, the Issuer paid Gores $1.5 million for, among other things, Gores’ expenses incurred in connection with the transactions contemplated by the Purchase Agreement. Gores will be entitled to an additional $0.5 million if: (1) the Issuer’s stockholders do not approve the Convertible Preferred Stock and Warrant transactions, (2) the Issuer elects to terminate the Purchase Agreement during the 30-day “go shop” period, (3) the Issuer enters into a transaction to sell itself to a third party, or (4) Gores Radio terminates for a material breach by the Issuer.


CUSIP No. 961815107		13D		Page 7 of 11 Pages

In addition, Gores Radio has a 30-day option to purchase an additional 2,500,000 shares of Common Stock at a price per share of $1.75 if both of the following conditions occur:

(A) the Purchase Agreement is terminated: (1) by either party because (x) the purchase and sale of the initial shares of Common Stock has not occurred by March 31, 2008 or the purchase and sale of the Convertible Preferred Stock and Warrants has not occurred by August 25, 2008 or (y) the Issuer’s stockholders failed to approve the Convertible Preferred Stock and Warrant transactions; (2) by Gores Radio if the Master Agreement, entered into as of October 2, 2007 (the “Master Agreement”), by and between the Issuer and CBS Radio Inc. (“CBS Radio”) and described in greater detail in the Issuer’s definitive proxy statement previously filed with the SEC on December 21, 2007 (the “CBS Proxy”) and the other agreements with CBS Radio described in the CBS Proxy (the “CBS Agreements”) are terminated prior to the CPS/Warrants Closing, or (3) by the Issuer if the Issuer enters into a Sale of the Company Transaction (as defined in the Purchase Agreement); and

(B) any of the following has occurred: (1) the Board has changed, modified or withdrawn its recommendation (other than in connection with a Sale of the Company Transaction in accordance with the terms of the Purchase Agreement), (2) CBS Radio fails to vote in favor of the Preferred Stock and Warrant transactions, (3) CBS Radio and the Issuer agree to materially modify the CBS Agreements (except under limited circumstances described in the Purchase Agreement) or (4) CBS Radio otherwise enters into any other material agreement with the Issuer.

Item 5.

Interest in Securities of the Issuer

(a)	See items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.

(b)

See items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

(c)

Except for the information set forth, or incorporated by reference herein or in Items 3, 4 and 6, which is incorporated by reference herein, none of the Reporting Persons nor any of the Persons referred to in Appendix A to Item 2 has effected any transaction related to the Common Stock during the past 60 days.

(d)

Each of the members of Gores Advisors (including Gores and its members) have the right to receive dividends from, or the proceeds from the sale of, investments by the Gores Entities including the shares of Common Stock reported herein, in accordance with their membership interests in Gores Advisors.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The assets held by the Gores Entities, including the Common Stock, may be pledged from time to time in the ordinary course as collateral security for existing indebtedness of the Gores Entities. No such activity is expected to have any effect on the beneficial ownership of the Common Stock.

The responses to Item 2, Item 3, and Item 4 are incorporated herein by reference.

Registration Rights Agreement

As part of the Purchase Agreement, the Common Stock, including shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and/or exercise of the Warrants, if issued (collectively, “Registrable Securities”), are entitled to


CUSIP No. 961815107		13D		Page 8 of 11 Pages

registration rights under the terms a Registration Rights Agreement (the “Registration Rights Agreement”) attached hereto as Exhibit 2. Under such agreement, the Issuer will file upon Gores’ request a resale shelf registration statement and will also provide Gores Radio up to four (4) demand registrations. The Issuer is obligated to keep such shelf registration continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until the earliest of: (i) the fifth (5th) anniversary of such registration statement, (ii) when all Registrable Securities covered by such Registration Statement have been sold and (iii) the date as of which each of the holders of Registrable Securities is permitted to sell its Registrable Securities without registration pursuant to Rule 144 without volume limitations or any other restrictions.

Voting Agreement

In connection with obtaining stockholder approval and as inducement to Gores Radio entering into the Purchase Agreement, on February 25, 2008, Mr. Pattiz and certain other directors and executive officers of the Issuer that hold voting securities of the Issuer entered into a Voting Agreement with Gores Radio (the “Voting Agreement”) attached hereto as Exhibit 3, each of whom agreed, among other things, that if the Issuer elects to proceed with the sale and issuance of the Convertible Preferred Stock and Warrants, to vote in favor of the Convertible Preferred Stock and Warrant transactions (including adoption of the Charter Amendments) and to vote against any Restricted Transactions (as defined in the Purchase Agreement).

The Purchase Agreement (including the Certificate of Designations attached as Exhibit A thereto), the Registration Rights Agreement and the Voting Agreement, listed as Exhibits 1, 2 and 3, respectively, are incorporated herein by reference. The descriptions herein of such agreements and the Transactions contained herein are qualified in their entirety by reference to such agreements.

Item 7.

Material to be Filed as Exhibits.


Exhibit 1		Purchase Agreement, by and between the Issuer and Gores Radio, dated as of February 25, 2008 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of the Issuer filed on February 27, 2008).

Exhibit 2		Registration Rights Agreement, by and between the Issuer and Gores Radio, dated as of March 3, 2008 (incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of the Issuer filed on March 6, 2008).

Exhibit 3		Voting Agreement, by and between Gores Radio and the stockholders of the Issuer named on the signature pages thereto, dated as of February 25, 2008.

Exhibit 4		Joint Filing Agreement dated as of March 12, 2008 among the Reporting Persons.


CUSIP No. 961815107		13D		Page 9 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 12, 2008


GORES RADIO HOLDINGS, LLC

By:	THE GORES GROUP, LLC,
	Its Manager

	By:	/s/ Steven G. Eisner
	Its:	Vice President

THE GORES GROUP, LLC

	By:	/s/ Steven G. Eisner
	Its:	Vice President


CUSIP No. 961815107		13D		Page 10 of 11 Pages

APPENDIX A

The name and present principal occupation of each manager of The Gores Group, LLC is set forth below. The principal business of each of the Gores Entities other than Gores Radio is managing investments. Gores Radio is principally engaged in the business of holding the Issuer’s securities. To the knowledge of the Reporting Persons, all the individuals listed on this Appendix A are United States citizens.

Name (and Title at The Gores Group, LLC)

Principal Occupation

Alec E. Gores

Founder, Chairman and Chief Executive Officer of

The Gores Group, LLC


CUSIP No. 961815107		13D		Page 11 of 11 Pages

EXHIBIT INDEX


Exhibit 1		Purchase Agreement, by and between the Issuer and Gores Radio, dated as of February 25, 2008 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of the Issuer filed on February 27, 2008).

Exhibit 2		Registration Rights Agreement, by and between the Issuer and Gores Radio, dated as of February 29, 2008 (incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of the Issuer filed on March 6, 2008).

Exhibit 3		Voting Agreement, by and between Gores Radio and the stockholders of the Issuer named on the signature pages thereto, dated as of February 25, 2008.

Exhibit 4		Joint Filing Agreement dated as of March 12, 2008 among the Reporting Persons.

EX-3 2 dex3.htm VOTING AGREEMENT Voting Agreement

Exhibit 3

Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is entered into and dated as of February 25, 2008, among Gores Radio Holdings, LLC (together with its designees that are Affiliates of The Gores Group, LLC, the “Purchaser”) and each of the individuals or entities listed in the signature pages hereto (each, a “Stockholder”, and collectively, the “Stockholders”).

WHEREAS, each Stockholder has the right or authority to vote or is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act’)) of certain shares of common stock of Westwood One, Inc., a Delaware corporation (the “Company”);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and the Purchaser is entering into a Purchase Agreement (the “Purchase Agreement”) that provides (subject to the conditions set forth therein) for, among other things, the sale of the Company’s Shares and Warrants (the “Transactions”); and

WHEREAS, in order to induce the Purchaser to contemporaneously herewith enter into the Purchase Agreement, the Stockholders are entering into this Agreement.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions.

(a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

(b) For purposes of this Agreement:

“Company” has the meaning set forth in the recitals.

“Exchange Act” has the meaning set forth in the recitals.

“Expiration Date” means the earliest to occur of (i) the date upon which the Purchase Agreement is validly terminated pursuant to the terms of Section 6.1 thereof, (ii) the date on which the Purchase Agreement is validly amended, modified or supplemented, or waived pursuant to Section 6.7 of the Purchase Agreement to reduce the Common Shares Aggregate Purchase Price or the Preferred Shares/Warrant Aggregate Purchase Price or to reduce the rights or benefits of the Company or the stockholders of the Company under the Purchase Agreement or to reduce the obligations of the Purchaser thereunder and (iii) the Second Closing Date.

A Person is deemed to “Own” or to have acquired “Ownership” of a security if such Person (i) is the record owner of such security, (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security, or (iii) has the authority or right to vote such security.

“Purchase Agreement” has the meaning set forth in the recitals.

“Purchaser” has the meaning set forth in the preamble.

“Stockholder” has the meaning set forth in the preamble.

“Subject Securities” means, with respect to a Stockholder, (i) all securities of the Company (including all shares of Common Stock and Class B Stock and all options, warrants and other rights to acquire shares of Common Stock) Owned by such Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Common Stock and Class B Stock and all additional options, warrants and other rights to acquire shares of Common Stock) with respect to which such Stockholder acquires Ownership after the date of this Agreement; provided, however, that Subject Securities of such Stockholder shall not be Subject Securities of such Stockholder after they are Transferred after the date hereof in compliance with Section 2.1 below.

A Person is deemed to have effected a “Transfer” of a security if such Person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person (other than the Purchaser or any subsidiary of the Purchaser), (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person (other than the Purchaser or any subsidiary of the Purchaser) or (iii) reduces such Person’s beneficial ownership of, or interest in, such security.

1.2 Construction. The headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. Any contract, statute or rule defined or referred to herein means such contract, statute or rule as from time to time amended, modified or supplemented, including (in the case of contracts) by waiver or consent and (in the case of statutes or rules) by succession of comparable successor statutes or rules and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

ARTICLE II

VOTING RIGHTS

Until the Expiration Date, each Stockholder, severally and not jointly, agrees as follows:

2.1 Restriction on Transfer of Subject Securities. Such Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of such Stockholder’s Subject Securities to be effected. Notwithstanding the foregoing, any Stockholder may, without the consent of the Purchaser, Transfer such Subject Securities to (A) a spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of such Stockholder, (B) any charitable organization described in Section 170(c) of the U.S. Internal Revenue Code of 1986, as amended, (C) any trust, the trustees of which include only the Persons named in clause (A) and the beneficiaries of which include only the Persons named in clause (A) or (B), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clause (A), or (D) in the case of Norman Pattiz, a Transfer of shares of Common Stock pursuant to the prepaid variable forward contract referenced on Schedule 4.3; provided, that except in the case of a Transfer pursuant to clause (D), such transferee shall have delivered to the Purchaser, not later than concurrently with any such Transfer, a written instrument, in form and substance reasonably satisfactory to the Purchaser, to the effect that such transferee agrees to be bound by the terms of this Agreement, whereupon such transferee shall be deemed to be a “Stockholder” for all purposes of this Agreement.

2.2 Restriction on Transfer of Voting Rights. Other than in connection with a Transfer permitted by Section 2.1, such Stockholder shall not, directly or indirectly, commit any act that could restrict or otherwise affect its legal power, authority or right to vote all of such Stockholder’s Subject Securities in the manner required by Article III hereof. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Expiration Date, such Stockholder shall take all reasonably necessary action to ensure that (a) none of such Stockholder’s Subject Securities are deposited into a voting trust and (b) except as specifically contemplated or permitted by this Agreement, no proxy (revocable or irrevocable) or power of attorney is granted, and no other voting agreement or similar agreement is entered into, with respect to any of such Stockholder’s Subject Securities.

ARTICLE III

VOTING OF SHARES

3.1 Voting Covenant. Each Stockholder hereby agrees, severally and not jointly, that, during the period commencing on the date hereof and continuing until the Expiration Date, at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company (if then permitted), unless otherwise directed in writing by the Purchaser, it shall cause such Stockholder’s Subject Securities to be voted:

(a) in favor of approval of the Transactions, and the adoption and approval of the Transaction Documents and each of the other actions contemplated by the Transaction Documents (including adopting the Charter Amendment).

(b) against (i) any Restricted Transaction, (ii) any of the actions set forth in subparagraphs 6(b)(i) through (xix) of the Certificate of Designations attached to the Purchase Agreement as Exhibit A (it being understood, acknowledged and agreed by the Stockholders and the Purchaser that the foregoing shall in no way prohibit the Stockholders from voting in favor of an Approved Common Issuance or Approved Preferred Issuance) and (iii) any other action that may reasonably be expected to materially impede, interfere with, delay, postpone or discourage the consummation of the Transactions in any material respect.

3.2 Proxy.

(a) Each Stockholder hereby appoints and constitutes Gores Radio Holdings, LLC (together with its successors and assigns, “Gores”) as its attorney and proxy with full power of substitution and resubstitution, to vote, and otherwise act (by written consent or otherwise) with respect to such Stockholder’s Subject Securities solely with respect to the matters set forth in, and in the manner contemplated by, Section 3.1 and this Section 3.2; provided, that in any such vote or other action pursuant to such proxy, Gores shall not have the right (and such proxy shall not confer the right) to vote to reduce the Common Shares Aggregate Purchase Price or the Preferred Shares/Warrant Aggregate Purchase Price or to otherwise modify or amend the Purchase Agreement to reduce the rights or benefits of the Company or the stockholders of the Company under the Purchase Agreement or to reduce the obligations of the Purchaser thereunder; and provided further, that this proxy and the voting obligations set forth in this Agreement shall each irrevocably cease to be in effect on the Expiration Date. Upon the execution of this Agreement, all prior proxies given by each Stockholder with respect to the voting of any of such Stockholder’s Subject Securities in the manner contemplated by Section 3.1 and this Section 3.2 shall be deemed revoked, and such Stockholder agrees that no subsequent proxies will be given with respect to any of such Stockholder’s Subject Securities with respect to the matters covered hereby.

(b) This proxy is irrevocable, is coupled with an interest and is granted in consideration of the Purchaser entering into the Purchase Agreement. This proxy will terminate on the Expiration Date.

(c) Until the Expiration Date, Gores will be empowered, and may exercise this proxy, to vote the Subject Securities at any time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company (if then permitted) solely:

(i) in favor of any of the items set forth in Section 3.1(a); and

(ii) against any of the items set forth in Section 3.1(b).

(d) Each Stockholder may vote such Stockholder’s Subject Securities on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

(e) This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of each Stockholder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

Each Stockholder hereby represents and warrants, severally and not jointly, to Purchaser as follows:

4.1 Authorization. The Stockholder has the unrestricted right, requisite power and authority and, with respect to each Stockholder that is an individual, capacity, to enter into this Agreement, to consummate the transactions contemplated hereby, and to otherwise carry out its obligations hereunder. With respect to each Stockholder that is an entity, the execution and delivery of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no further consent or action is required. This Agreement has been duly executed by the Stockholder and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms.

4.2 No Conflicts or Consents.

(a) The execution, delivery and performance of this Agreement by the Stockholder do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, or result (with or without notice or lapse of time) in the creation of any Encumbrance or restriction on any of the Subject Securities pursuant to any contract to which the Stockholder is a party or by which any property or asset of the Stockholder is bound or affected, or (ii) result in a violation of any Law, in each case that would adversely affect such Stockholder’s ability to perform any of his, her or its obligations hereunder.

(b) The execution, delivery and performance of this Agreement by the Stockholder do not and will not require any consent or approval of any Person.

4.3 Title to Securities. As of the date of this Agreement and except as disclosed in Schedule 4.3 hereto, the Stockholder Owns (free and clear of any encumbrances or restrictions, except such as may exist under applicable securities laws, that would restrict or otherwise affect its legal power, authority or right to vote) at least the number and type of securities of the Company set forth under the heading “Securities” below the Stockholder’s name on the signature page hereof, none of which are subject to any proxy, voting trust or other agreement, arrangement or restriction (whether written or oral) with respect to the voting thereof, except as expressly contemplated or permitted by this Agreement.

4.4 Accuracy of Representations. Each of the Stockholders and the Purchasers, severally and not jointly, agree that their representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be true and correct in all respects at all times through the Expiration Date and will be true and correct in all respects as of the Second Closing Date as if made as of the Second Closing Date, other than such representations and warranties that speak as of the date of this Agreement.

4.5 Representations and Warranties of Purchaser. The Purchaser hereby represents and warrants, severally and not jointly, to the Stockholders as follows:

(a) Authorization. The Purchaser has the unrestricted right, requisite power and authority to enter into this Agreement, to consummate the transactions contemplated hereby, and to otherwise carry out its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Purchaser and no further consent or action is required. This Agreement has been duly executed by the Purchaser and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

(b) No Conflicts or Consents.

(i) The execution, delivery and performance of this Agreement by the Purchaser do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any contract to which the Purchaser is a party or by which any property or asset of the Purchaser is bound or affected, or (ii) result in a violation of any Law, in each case that would adversely affect such Purchaser’s ability to perform any of its obligations hereunder.

(ii) The execution, delivery and performance of this Agreement by the Purchaser do not and will not require any consent or approval of any Person that has not been obtained.

ARTICLE V

TERMINATION

5.1 Termination. This Agreement shall terminate on the Expiration Date.

5.2 Effect of Termination. Immediately upon the termination of this Agreement in accordance with Section 5.1 above, this Agreement and all obligations hereunder of the parties hereto shall be terminated in all respects.

ARTICLE VI

ADDITIONAL COVENANTS OF THE STOCKHOLDER

6.1 No Solicitation. Each Stockholder, severally and not jointly, hereby covenants and agrees as follows:

(a) From March 25, 2008 until the Expiration Date, the Stockholder shall not, directly or indirectly: (i) solicit, initiate, respond to, encourage, or provide any information or negotiate with respect to, any inquiry, proposal or offer from any other party or enter into any contract, agreement or arrangement relating to any Restricted Transaction (it being understood, acknowledged and agreed by the Stockholders and the Purchaser that the foregoing shall in no way prohibit the Stockholders from voting in favor of, or otherwise taking any action with respect to, an Approved Common Issuance or Approved Preferred Issuance).

(b) Such Stockholder shall promptly (and, in any event, within two (2) Trading Days) notify the Purchaser in writing if such Stockholder receives any such inquiry, proposal or offer referred to in Section 6.1(a) and, to the extent (but only to the extent) that the Company has not previously done so pursuant to Section 4.9(a) of the Purchase Agreement, describe in such written notice all material contacts (including copies of all written material, and reasonably detailed summary of all material oral contacts) between such Stockholder and any third Person regarding making such inquiry, proposal or offer referred to in Section 6.1(a).

(c) Notwithstanding the foregoing, nothing in this Section 6.1 shall limit or restrict the ability of a Stockholder to approve an Approved Common Issuance or an Approved Preferred Issuance.

6.2 Further Assurances. If any Stockholder is the beneficial owner, but not the record owner, of any Subject Securities, such Stockholder agrees to take or cause to be taken all actions to cause the record holder and any of its nominees to vote all of such Subject Securities as required by Sections 3.1 and 3.2 hereof. Each Stockholder shall execute and deliver, or cause to be executed and delivered, such further documents and shall take such further actions, as the Purchaser may reasonably request for the purpose of carrying out and complying with the intent of this Agreement.

ARTICLE VII

MISCELLANEOUS

7.1 Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company or any Subsidiary shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer and nothing herein shall affect the ability of any Person to take action in its capacity as either a director or officer of the Company or any Subsidiary thereof that is permissible under applicable Law and not otherwise prohibited under the Purchase Agreement or where such Person reasonably concludes in good faith, after consultation with Company Counsel, that the failure to take such action would be inconsistent with fiduciary duties under applicable Law, whether or not such actions are consistent with the obligations of such Person under this Agreement. Each Stockholder is entering into this Agreement solely in its capacity as the record holder or beneficial owner of such Stockholder’s Subject Securities.

7.2 Expenses. Except as otherwise set forth herein, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses; provided, that, with respect to Mr. Pattiz only, such legal fees incurred in connection with the preparation and negotiation of this Agreement shall be paid for by the Company.

7.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 7.3 before 5:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Agreement later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Trading Day following the date of sending, if sent by nationally recognized overnight courier service, specifying

next business day delivery or (iv) upon actual receipt by the party to whom such notice is required to be given if delivered by hand. The address for such notices and communications shall be as follows:

if to a Stockholder:

at the address set forth on the signature pages hereof; and

if to the Purchaser:

at the address set forth on the signature pages of the Purchase Agreement.

or such other address as may be designated in writing hereafter, in the same manner, by such Person by two Trading Days’ prior notice to the other party in accordance with this Section 7.3.

7.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute therefor and effects the original intent of the parties as closely as possible, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

7.5 Entire Agreement. This Agreement and any other documents delivered by the parties in connection herewith contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both oral or written.

7.6 Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of rights or obligations hereunder may be assigned or delegated by any party, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void; provided, however, that, in the event of the death or disability involving the appointment of a legal guardian or similar representative of the Stockholder, or of a member of his family or an Affiliate who is an individual to whom the Stockholder made a Transfer of his Subject Securities as permitted by the provisos set forth in Article II, the rights and obligations of such Stockholder or such member of his family or Affiliate, as the case may be, hereunder shall, upon such death or the appointment of such legal guardian or representative, be deemed to have been assigned and delegated to, and shall thereupon inure to the benefit of and be binding upon, the heirs and/or legal representative, or such legal guardian or representative, of such Stockholder, member of his family or Affiliate, as the case may be. Subject to the preceding sentence, this Agreement and the rights and obligations hereunder shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their successors and permitted assigns. Without limiting any of the restrictions set forth in Article II or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are Transferred or otherwise conveyed, other than a Transfer made pursuant to clause (D) of the second sentence of Section 2.1. Nothing in this Agreement is intended to confer on any Person (other than the Purchaser and its successors and assigns) any rights or remedies of any nature.

7.7 Specific Performance. The parties agree that a breach by the Stockholders of any covenants or agreements contained in this Agreement will cause the Purchaser to sustain irreparable damages and that money damages would not be an adequate remedy at law. Each Stockholder agrees that, in the event of any breach or threatened breach by such Stockholder of any covenant or obligation contained in this Agreement, the Purchaser (in addition to any other remedy that may be available to it, including monetary damages) shall be entitled to seek and obtain (a) the remedy of specific performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach. Each Stockholder further agrees that the Purchaser shall not be required to post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 7.7, and such Stockholder irrevocably waives any right it may have to require the posting of any such bond or similar instrument.

7.8 Non-Exclusivity. The rights and remedies of the Purchaser under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Purchaser under this Agreement, and the obligations and liabilities of the Stockholders under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under all applicable Laws.

7.9 Governing Law; Venue; Waiver of Jury Trial.

(a) This Agreement shall be construed in accordance with, and governed in all respects by, the Laws of the State of Delaware (without giving effect to principles of conflicts of Laws provisions of such State).

(b) The parties hereto irrevocably submit to the jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding Section 111 of the General Corporation Law of the State of Delaware, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware) and the federal courts of the United States of America located in the State of Delaware solely in connection with any dispute that arises in respect of the interpretation and enforcement of the provisions of this Agreement or in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for interpretation or enforcement hereof that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined exclusively by such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, suit or proceeding in the manner provided in Section 7.3 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

(c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver; (ii) such party understands and has considered the implications of the foregoing waiver; (iii) such party makes the foregoing waiver voluntarily and (iv) such party has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 7.9.

7.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. If any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

7.11 Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

7.12 Attorneys’ Fees. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against the Stockholder, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

7.13 Amendments; Waiver. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given as between the Purchaser and any particular Stockholder, unless the same shall be in writing and signed by the Purchaser and such Stockholder. Any amendments, modifications or supplements, and waivers or consents to or departures from any of the provisions of this Agreement as agreed upon by the Purchaser and any particular Stockholder that would be beneficial to the other Stockholders shall, where applicable, apply mutatis mutandi to this Agreement. No failure on the part of the Purchaser to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Purchaser in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Purchaser shall not be deemed to have waived any claim available to the Purchaser arising out of this Agreement, or any power, right,

privilege or remedy of the Purchaser under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Purchaser; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

* * * * * * *

Execution Version

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.


PURCHASER: GORES RADIO HOLDINGS, LLC

By:		THE GORES GROUP, LLC, its Managing Member



By:		/s/ Ian R. Weingarten
		Name: Ian R. Weingarten Title: Managing Director

STOCKHOLDERS:

/s/ Norman J. Pattiz

Norman J. Pattiz

[address]

Securities: 291,710 Shares Class B; 445,333 vested options; 2,794 vested RSUs; 450,000 shares Common (subject to pledge); approximately 4,166 unvested RSUs; approximately 304,166 unvested options

/s/ Gary J. Yusko

Gary J. Yusko

[address]

Securities:

/s/ David Hillman

David Hillman

[address]

Securities:

/s/ Albert Carnesale

Albert Carnesale

[address]

Securities:

/s/ David L. Dennis

David L. Dennis

[address]

Securities:

/s/ Gerald Greenberg

Gerald Greenberg

[address]

Securities:

/s/ Grant F. Little, III

Grant F. Little, III

[address]

Securities:

/s/ H. Melvin Ming

H. Melvin Ming

[address]

Securities:

/s/ Joseph B Smith

Joseph B. Smith

[address]

Securities:

Execution Version

Schedule 4.3

450,000 shares of Common Stock have been pledged by Norman J. Pattiz in connection with that certain prepaid variable forward contract entered into with Merrill, Lynch, Pierce, Fenner & Smith Incorporated (a summary of which is set forth on the Schedule 13D of Norman J. Pattiz filed with the Securities and Exchange Commission on September 29, 2004)

EX-4 3 dex4.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (the “Schedule 13D”) with respect to shares of common stock, par value $0.01 per share, of Westwood One, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement.


GORES RADIO HOLDINGS, LLC

By:	THE GORES GROUP, LLC,
	Its Manager

	By:	/s/ Steven G. Eisner
	Its:	Vice President

By:	THE GORES GROUP, LLC

	By:	/s/ Steven G. Eisner
	Its:	Vice President

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