8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2011

WESTWOOD ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14691	95-3980449
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1166 Avenue of the Americas, 10th Floor New York, NY	10036
(Address of Principal Executive Offices)	(Zip Code)

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

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 Registrant's Business and Operations

Item 1.01      Entry into a Material Definitive Agreement.

On August 30, 2011, Westwood One, Inc. (the “Company” or “Westwood”) entered into an Eighth Amendment to our Credit Agreement and Seventh Amendment to our Securities Purchase Agreement, each for the sole purpose of extending the maturity date of the debt represented by each such agreement from July 15, 2012 to October 15, 2012.  The Senior Notes held by Gores were also amended to reflect the October 15, 2012 maturity date.

Section 8Other Information

Item 8.01     Other Events.

Westwood One, Inc., a Delaware corporation (the “Company” or “Westwood”) is filing this Current Report on Form 8-K (this “8-K”) to retrospectively present its Metro Traffic business (“Metro”) as discontinued operations in: (1) Item 6 - Selected Financial Data, (2) Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and (3) the consolidated financial statements and notes thereto for all periods presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the "2010 Form 10-K").  Given the sale of Metro, the Company now operates in one segment, Network Radio.  Accordingly, all segment data has been removed from the MD&A and consolidated financial statements and notes thereto.  This update is consistent with the presentation of continuing and discontinued operations included in the Company's Quarterly Report on Form 10-Q for the second quarter ended June 30, 2011.  The sale (divestiture) of Metro was completed on April 29, 2011.

The presentation of Metro as a discontinued operation affects only the manner in which certain financial information was previously reported. We have not restated or revised Westwood's net income (loss) in any previously reported financial statements.  Except for the matters noted above affecting changes in presentation, no other information in the 2010 Form 10-K is being updated for events or developments that occurred subsequent to the filing of the 2010 Form 10-K on April 15, 2011.  Without limitation of the foregoing, this filing does not purport to update the MD&A contained in the 2010 Form 10-K for any information, uncertainties, transactions, proceedings, risks, events or trends occurring or known to management.  More current information is contained in the Company's other filings with the Securities and Exchange Commission (“SEC”), including the Company's Quarterly Reports on Forms 10-Q for the three-month periods ended March 31, 2011 and June 30, 2011, respectively.  This 8-K should be read in conjunction with the Company's 2010 Form 10-K, the aforementioned Quarterly Reports on Form 10-Q and our other SEC filings which contain important information regarding events and developments that have occurred since the filing of the 2010 Form 10-K.

Information contained in the exhibits hereto should be read in conjunction with, and as a supplement to, information contained in the 2010 Form 10-K.  

Section 9Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(d)        Exhibits.

The following is a list of the exhibits filed as a part of this Form 8-K:

Exhibit No.	Description of Exhibit
(d)	Exhibits.
4.1	Eighth Amendment, made and entered into as of August 30, 2011, to Credit Agreement, dated as of April 23, 2009, by and among the Company and Wells Fargo Foothill, LLC, and the lenders signatory thereto.
4.2	Seventh Amendment, made and entered into as of August 30, 2011, Securities Purchase Agreement , dated as of April 23, 2009, by and among the Company and Gores Group, LLC
99.1	Selected Financial Data
99.2	Management's Discussion and Analysis of Financial Condition and Results of Operations
99.3	Financial Statements and Supplementary Data
99.4	Consent of PricewaterhouseCoopers, LLP
101	Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Westwood One, Inc.

By:	/s/ DAVID HILLMAN
Name:	David Hillman
Title:	Chief Administrative Officer; EVP, Business Affairs, General Counsel and Secretary

Dated:  September 6, 2011

EX-4.1

Exhibit 4.2

WESTWOOD ONE, INC.

SEVENTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT

THIS SEVENTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”),is made and entered into as of August 30, 2011, by and among Westwood One, Inc., a Delaware corporation (the “Company”),the Subsidiaries of the Company set forth on the signature pages hereto (collectively, the “Subsidiary Guarantors”), and Gores Radio Holdings, LLC, the sole holder of the Notes (the “Noteholder”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Securities Purchase Agreement (defined below).

WITNESSETH:

WHEREAS, the Company and the Noteholder are parties to that certain Securities Purchase Agreement, dated as of April 23, 2009, as amended by that certain Waiver and First Amendment to Securities Purchase Agreement, dated as of October 14, 2009, that certain Second Amendment to Securities Purchase Agreement, dated as of March 30, 2010, that certain Third Amendment to Securities Purchase Agreement and First Amendment to Investor Rights Agreement, dated as of August 17, 2010, that certain Waiver and Fourth Amendment to Securities Purchase Agreement, dated as of April 12, 2011, that certain Fifth Amendment to Securities Purchase Agreement, dated as of April 29, 2011, and that certain Sixth Amendment to Securities Purchase Agreement, dated as of May 11, 2011 (as so amended and in effect on the date hereof, the “Existing Securities Purchase Agreement” and as in effect after giving effect to this Amendment and as may be further, amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”), pursuant to which the Company issued $117,500,000 of its 15% Senior Secured Notes due July 15, 2012;

WHEREAS, the Company is also party to a certain Credit Agreement, dated as of April 23, 2009 (as amended from time to time, the “Credit Agreement”) with Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as the Arranger and Administrative Agent, and the other financial institutions or entities from time to time parties thereto (the “Banks”);

WHEREAS, the Company has requested that the Banks amend certain provisions of the Credit Agreement as more particularly provided in that certain Eighth Amendment to Credit Agreement (the “Eighth Bank Amendment”), dated as of the date hereof, by and between the Company and the Banks;

WHEREAS, the Company has requested that the Noteholder amend certain provisions of the Existing Securities Purchase Agreement and the Gores Notes as more particularly provided herein; and

WHEREAS, subject to the satisfaction of the conditions set forth in Section 3 hereof, the Noteholder is willing to amend such provisions of the Existing Securities Purchase Agreement and the Gores Notes on the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the Company and the Noteholder agree as follows:

1.Amendments to Securities Purchase Agreement.The Existing Securities Purchase Agreement is hereby amended as follows (the “Securities Purchase Agreement Amendments”):

(a)All references in the Existing Securities Purchase Agreement to “July 15, 2012” are hereby

deleted in their entirety and replaced with references to “October 15, 2012”.

(b)Exhibit 1A to the Existing Securities Purchase Agreement is hereby deleted in its entirety and replaced with a new Exhibit 1A in the form of Annex 2 hereto.

2.Amendment to Gores Notes. Upon the effectiveness of this Amendment as provided in Section 3 below, the Gores Notes outstanding on the Effective Date (as defined below) are hereby and shall be deemed to be, automatically and without any further action required on the part of any other Person, amended and restated in their entirety to conform to and have the terms provided in Exhibit 1A to the Securities Purchase Agreement (after giving effect to this Amendment), except that the date, registration number, payee and principal amount set forth in each Gores Note shall remain unchanged (the “Gores Notes Amendments”). At the request of any holder of the Gores Notes, the Company shall execute and deliver a new Gores Note or Gores Notes registered in the name of such holder in the form of Exhibit 1A to the Securities Purchase Agreement (after giving effect to this Amendment) in exchange for the return of the original copy of its existing Gores Note (or, as applicable, in exchange for a customary form of lost note affidavit in respect thereof). Any Gores Note issued on or after the Effective Date shall be in the form of Exhibit 1A to the Securities Purchase Agreement (after giving effect to this Amendment).

3.Conditions to Effectiveness of this Amendment.This Amendment shall become effective when (and no provision of this Amendment shall be effective until) each of the following conditions has been satisfied:

(a)the Noteholder shall have received a copy of this Amendment executed by the Company, the Subsidiary Guarantors and the Noteholder;

(b)the Noteholder shall have received a copy of the fully executed Eighth Bank Amendment in form and substance reasonably satisfactory to the Noteholder (such satisfaction to be evidenced by the execution and delivery of this Amendment by the Noteholder) (a true, correct and complete copy of which is attached hereto as Annex 1); and

(c)the following additional conditions shall have been satisfied:

(i)the representations and warranties set forth in Section 4 of this Amendment shall be true and correct as of the date hereof; and

(ii)all corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Noteholder and its special counsel (such satisfaction to be evidenced by the execution and delivery of this Amendment by the Noteholder).

The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the “Effective Date”.

4.Representations and Warranties. To induce the Noteholder to enter into this Amendment, the Company hereby represents and warrants to the Noteholder as of the date hereof and as of the Effective Date that:

(a)The execution and delivery by the Company and the Subsidiary Guarantors of this Amendment and the Eighth Bank Amendment and the performance by the Company and the Subsidiary Guarantors of this Amendment, the Securities Purchase Agreement and the other Financing Documents to which they are parties, and the Eighth Bank Amendment, the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which they are parties (i) are within each of the Company's and the Subsidiary Guarantors' power and authority; (ii) have been duly authorized by all necessary corporate action; (iii) are not in contravention of any provision of any of the Company's or any Subsidiary Guarantor's certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or regulation, or any

order or decree of any Governmental Authority applicable to the Company or any Subsidiary; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of the Company or any of its Subsidiaries (except pursuant to the Security Documents); and (vii) except for such consents or approvals as have already been obtained, do not require the consent or approval of any Governmental Authority or any other Person.

(b)This Amendment has been duly executed and delivered by the Company and the Subsidiary Guarantors and this Amendment constitutes, a legal, valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights and remedies in general or by general principles of equity.

(c)No Default or Event of Default has occurred and is continuing as of the date hereof and as of the Effective Date.

(d)Other than payment of the reasonable fees, charges and disbursements of counsel to the Banks incurred in connection with the Eighth Bank Amendment, no consideration has been paid or is payable by the Company to any other Person, in its capacity as lender and/or guarantor, as an inducement to the Company's or such Person's execution and delivery of the Eighth Bank Amendment.

(e)The representations and warranties of each of the Company and the Subsidiary Guarantors and each other Obligor contained in the Securities Purchase Agreement and each of the other Financing Documents are true and correct as of the date hereof as if made on the date hereof (other than those which, by their terms, specifically are made as of certain dates prior to the date hereof, which are true and correct as of such dates).

5.Effect of Amendment. Except as expressly set forth herein, all terms of the Existing Securities Purchase Agreement, as amended hereby, each Gores Note, as amended hereby, and each other Financing Document and any document entered into in connection therewith, shall be and remain in full force and effect. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Noteholder under the Existing Securities Purchase Agreement, any other Financing Document or any other documents entered into in connection therewith, nor constitute a waiver of any provision of the Existing Securities Purchase Agreement, any other Financing Document or any other documents entered into in connection therewith. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Securities Purchase Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment unless the context otherwise requires.

6.Consent to Eighth Bank Amendment. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Noteholder hereby consents to the execution and delivery of the Eighth Bank Amendment in the form attached hereto as Annex 1, and agree that Wells Fargo Capital Finance, LLC and the Banks can rely on this consent as intended third party beneficiaries without the need to independently verify whether any of the conditions precedent to the effectiveness of this Amendment have been satisfied and this sentence may not be amended, modified or supplemented without the prior written consent of Wells Fargo Capital Finance, LLC and the Banks.

7.Confirmation of Amended and Restated Guarantee. By executing this Amendment each of the Subsidiary Guarantors acknowledges and confirms that (a) the Amended and Restated Guarantee

continues in full force and effect notwithstanding the Securities Purchase Agreement Amendments and the Gores Notes Amendments and (b) the indebtedness, liabilities and obligations of the Company under the Securities Purchase Agreement, the Gores Notes (as amended by this Amendment), each other Financing Document and this Amendment constitute indebtedness, liabilities and obligations guaranteed under the Amended and Restated Guarantee. Nothing in this Amendment extinguishes, novates or releases any right, claim, or entitlement of the Noteholder created by or contained in the Securities Purchase Agreement, the Gores Notes or the Amended and Restated Guarantee nor is the Company or any Subsidiary Guarantor released from any covenant, warranty or obligation created by or contained herein or therein, except as such rights, claims, entitlements, covenants and obligations are specifically extinguished, novated, released or amended by this Amendment.

8.Release.

(a)In consideration of the agreements of the Noteholder contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company and each Subsidiary Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Noteholder, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, financial advisors, employees, agents and other representatives (the Noteholder and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or suspected, both at law and in equity, which the Company, any Subsidiary Guarantor or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Securities Purchase Agreement, any of the other Financing Documents or any other documents entered into in connection therewith or transactions thereunder or related thereto.

(b)Each of the Company and each Subsidiary Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

9.Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

10.No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Existing Securities Purchase Agreement or the Gores Notes or an accord and satisfaction in regard thereto.

11.Amendments. This Amendment may not be amended, waived or modified without the prior written consent of the Company and the Noteholder.

12.Severability. Anyprovision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any

jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

13.Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

14.Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

15.Entire Understanding. This Amendment and the other Financing Documents set forth the entire understanding of the parties with respect to the matters set forth herein and therein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

16.Headings. The headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY:

WESTWOOD ONE, INC.

By:/s/ED MAMMONE

Name: Ed Mammone

Title: SVP Finance

SUBSIDIARY GUARANTORS:

WESTWOOD NATIONAL RADIO CORPORATION

WESTWOOD ONE PROPERTIES, INC.

WESTWOOD ONE RADIO, INC.

WESTWOOD ONE RADIO NETWORKS, INC.

WESTWOOD ONE STATIONS - NYC, INC.

By: /s/ED MAMMONE

Name: Ed Mammone

Title: SVP Finance

The foregoing is hereby agreed to as of the date thereof.

GORES RADIO HOLDINGS, LLC, as Noteholder

By: The Gores Group, LLC, its Manager

By: /S/ STEVE G. EISNER

Name: Steve G. Eisner

Title: Senior Vice President

ANNEX 1

Eighth Bank Amendment

[See Attached]

ANNEX 2

Form of Gores Note

[See Attached]

EXHIBIT 1A

This Note has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state, and, accordingly may not be transferred, sold or otherwise disposed of until it has been so registered under such Act and applicable state securities laws or if an exemption from such registration is available, except under circumstances where neither such registration nor such an exemption is required by law.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). Beginning on May 1, 2009, the holder of this Note may, upon request, obtain from the Company the Note's issue price, issue date, amount of OID and yield to maturity by contacting the Chief Financial Officer at 40 West 57th Street, 5th Floor, New York, New York 10019.

THIS NOTE AND THE INDEBTEDNESS AND OTHER OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (GORES NOTES), dated as of April 12, 2011 (AS THE SAME MAY BE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “GORES NOTES SUBORDINATION AGREEMENT”), BY AND AMONG EACH OF THE hOLDERS OF THE sENIOR nOTES (AS DEFINED THEREIN), EACH OF THE HOLDERS OF THE SUBORDINATED nOTES (AS DEFINED THEREIN) AND WESTWOOD ONE, INC. (the “Company”), to the indebtedness (including interest) owed by the Company or any of ITS subsidiaries pursuant to THE SENIOR DEBT (AS DEFINED THEREIN); and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the GORES NOTES Subordination Agreement.

[Form of Gores Note]

Westwood One, Inc.

15.00% Senior Secured Note due October 15, 2012

No. [____][Date]

$[____________]PPN: 961815 A#4

For Value Received, the undersigned, Westwood One, Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [________________________], or registered assigns, the principal sum of (a) [___________________] Dollars, plus (b) all Capitalized Interest Amounts on October 15, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof at a rate equal to the rate provided in Section 7.1 of the Securities Purchase Agreement (defined below) and on the dates provided in Section 7.1 of the Securities Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Securities Purchase Agreement.

Payments of principal of and interest on this Note are to be made in lawful money of the United States of America at the principal office of the Company in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Securities Purchase Agreement referred to below.

This Note is one of the Gores Notes issued pursuant to the Securities Purchase Agreement, dated as of April 23, 2009 (as may be amended from time to time, the “Securities Purchase Agreement”), between

the Company and the respective New Noteholders named therein, and is entitled to the benefits thereof. Notwithstanding anything to the contrary contained in this Note or the Securities Purchase Agreement, each holder of this Note agrees that all indebtedness evidenced hereby, including principal, interest and all other amounts payable hereunder will be subordinate and junior in right of payment to the Senior Debt (as such term is defined in the Gores Notes Subordination Agreement) to the extent set forth in, and in accordance with the terms of, the Gores Notes Subordination Agreement.

Each holder of this Note (including, without limitation, any transferee of this Note), will be deemed, by its acceptance of this Note, (i) to have agreed to the confidentiality provisions set forth in Section 19 of the Securities Purchase Agreement, (ii) to have made the representations, understandings and acknowledgements in Section 5 of the Securities Purchase Agreement and (iii) with respect to any transferee, to have made the representation to the effect that at least one of the statements set forth in Section 12.2(b)(i)-(vi) of the Securities Purchase Agreement is an accurate representation as to each source of funds used by such holder to acquire this Note, as provided therein.

This Note is a registered Note and, as provided in the Securities Purchase Agreement, upon surrender of this Note for registration of transfer in accordance with Section 12.2 of the Securities Purchase Agreement, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Gores Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Securities Purchase Agreement, but not otherwise.

Pursuant to the Amended and Restated Guarantee, certain subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of and interest on this Note and the performance by the Company of all of its obligations contained in the Securities Purchase Agreement all as more fully set forth in said Amended and Restated Guarantee.

If an Event of Default, as defined in the Securities Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Securities Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

Westwood One, Inc.

By:

Name:

Title:

EX-4.2

Exhibit 4.1

WESTWOOD ONE, INC.

EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),is made and entered into as of August 30, 2011, by and among Westwood One, Inc., a Delaware corporation (the "Company"), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below), the lenders under the Credit Agreement referred to below (the "Lenders") that are signatory hereto, and Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as administrative agent for the Lenders ("Agent"). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Credit Agreement referred to below.

WITNESSETH:

WHEREAS, the Company, Agent and the Lenders are parties to that certain Credit Agreement, dated as of April 23, 2009 (as amended from time to time prior to the date hereof, the "Existing Credit Agreement" and as in effect after giving effect to this Amendment, the "Credit Agreement");

WHEREAS, the Company is also party to that certain Securities Purchase Agreement, dated as of April 23, 2009 (as amended from time ot time, the "Securities Purchase Agreement"), pursuant to which the Company issued $117,500,000 of its 15% Senior Secured Notes due July 15, 2012 (the "Notes");

WHEREAS, the Company has requested that the New Noteholders amend the Securities Purchase Agreement and the Notes to extend the maturity date of the Notes to October 15, 2012 as more particularly provided in that certain Seventh Amendment to Securities Purchase Agreement of even date herewith by and between the Company and the requisite noteholders (the "Seventh Notes Amendment");

WHEREAS, the Company has requested that the Lenders amend the Existing Credit Agreement to extend the Maturity Date thereunder from July 15, 2012 to October 15, 2012 as more particularly provided herein; and

WHEREAS, subject to the satisfaction of the conditions set forth in Section 2 hereof, the Lenders are willing to agree to amend so amend the Existing Credit Agreement on the terms set forth herein;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the Company and the Lenders party hereto agree as follows:

1.Amendment to Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 2 hereof, the Existing Credit Agreement is hereby amended as follows:

(a)Section 3.3 of the Credit Agreement is amended and restated in its entirety as follows:

3.3Term.

This Agreement shall continue in full force and effect for a term ending on October 15, 2012 (the "Maturity Date"). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

(b)Section 1.1 of the Credit Agreement is amended by amending the definition of "New Senior Notes" set forth therein by replacing the reference to "due July 15, 2012" in such definition with a reference to "due October 15, 2012".

2.Conditions to Effectiveness of this Amendment. This Amendment shall not become effective, and the Company shall have no rights hereunder, until each of the following conditions have been satisfied:

(a)Agent shall have received a copy of this Amendment executed by the Loan Parties, the Sponsor Guarantors and all Lenders;

(b)Agent shall have received a copy of a Reaffirmation of Guaranty (With Put Option) in the form of Exhibit A attached hereto (the "Guaranty Reaffirmation") executed by the Sponsor Guarantors;

(c)Agent shall have received an executed opinion of Sponsor Guarantors' outside counsel with respect to the Guaranty Reaffirmation in form and substance satisfactory to Agent;

(d)Agent shall have received copies of the fully executed Seventh Notes Amendment in the form of Exhibit B attached hereto;

(e)the representations and warranties set forth in Section 4 of this Amendment shall be true and correct as of the date hereof.

In addition, all corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to all Lenders (such satisfaction to be evidenced by the execution and delivery of this Amendment by all Lenders). The date on which all such conditions to the effectiveness of this Amendment have been met is referred to herein as the "Effective Date".

3.Representations and Warranties. To induce the Lenders to enter into this Amendment, the Company hereby represents and warrants to the Agent and Lenders that:

(a)The execution and delivery by the Company and each other Loan Party of this Amendment, the Seventh Notes Amendment, and the performance by the Company and each other Loan Party of the Credit Agreement, (i) are within the Company's and each such other Loan Party's power and authority; (ii) have been duly authorized by all necessary corporate action; (iii) are not in contravention of any provision of the Company's or any other Loan Party's certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or regulation, or any order or decree of any Governmental Authority applicable to the Company, any other Loan Party or any Subsidiary; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Company, any other Loan Party or any of their respective Subsidiaries is a party or by which the Company, any other Loan Party or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of the Company or any of its Subsidiaries, except pursuant to the Security Documents (as such term is defined in the Securities Purchase Agreement); and (vii) except for such consents or approvals as have already been obtained, do not require the consent or approval of any Governmental Authority or any other Person.

(b)This Amendment has been duly executed and delivered by the Company and each other Loan Party and this Amendment constitutes, a legal, valid and binding obligation of the Company and each other Loan Party, enforceable against the Company and each other Loan Party in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights and remedies in general or by general principles of equity.

(c)A true, complete and correct copy of the Seventh Notes Amendment is attached as Exhibit B and the Seventh Notes Amendment is effective or shall be effective contemporaneously with the Effective Date.

(d)No Default or Event of Default has occurred and is continuing as of the date hereof and as of the Effective Date.

(e)The representations and warranties of the Company and each other Loan Party contained in the Credit Agreement and each of the other Loan Documents are true and correct as of the date hereof as if made on the date hereof (other than those which, by their terms, specifically are made as of certain dates

prior to the date hereof, which are true and correct as of such dates).

4.Effect of Amendment. Except as expressly provided herein, all terms of the Existing Credit Agreement, as amended hereby, each other Loan Document and any document entered into in connection therewith, shall be and remain in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Existing Credit Agreement, any other Loan Document or any other documents entered into in connection therewith, nor constitute a waiver of any provision of the Existing Credit Agreement, any other Loan Document or any other documents entered into in connection therewith. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Credit Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment unless the context otherwise requires.

5.Confirmation of the Subsidiary Guaranty.

(a)By executing this Amendment each of the Subsidiary Guarantors acknowledges and confirms that (a) the Guaranty continues in full force and effect notwithstanding this Amendment and (b) the indebtedness, liabilities and obligations of the Company under the Credit Agreement, each other Loan Document and this Amendment constitute indebtedness, liabilities and obligations guaranteed under the Guaranty. Nothing in this Amendment extinguishes, novates or releases any right, claim, or entitlement of any of the Lenders created by or contained in the Loan Documents nor is the Company nor any other Loan Party released from any covenant, warranty or obligation created by or contained herein or therein.

6.Release.

(a)In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Company and each Subsidiary Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, financial advisors, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, either known or suspected, both at law and in equity, which Company, any Subsidiary Guarantor, or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or any other documents entered into in connection therewith or transactions thereunder or related thereto.

(b)Company, each Subsidiary Guarantor warrant, represent and agree that they are fully aware of California Civil Code Section 1542, which provides as follows:

SEC. 1542.  GENERAL RELEASE.  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.

Company and each Subsidiary Guarantor hereby expressly waive the provisions of California Civil Code Section 1542, and any rights they may have to invoke the provisions of that statute now or in the future with respect to the Claims being released pursuant to this Section 6.  In connection with the foregoing waiver and

relinquishment, Company and each Subsidiary Guarantor acknowledge that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of the Company, each Subsidiary Guarantor to fully, finally and forever settle, release, waive and discharge all of the Claims which are being released pursuant to this Section 6.  The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts.

(c)Each of Company and each Subsidiary Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

7.Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of California excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

8.No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Existing Credit Agreement or an accord and satisfaction in regard thereto.

9.Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

10.Fees and Expenses. Whether or not this Amendment becomes effective, the Company will, in accordance with Section 17.10 of the Existing Credit Agreement, promptly (and in any event within 30 days of receiving any statement or invoice therefor) pay all Lender Group Expenses relating to this Amendment, including, without limitation, the reasonable attorneys fees and expenses of the counsel of the Agent, Goldberg Kohn Ltd.

11.Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

12.Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

13.Entire Understanding. This Amendment and the other Loan Documents set forth the entire understanding of the parties with respect to the matters set forth herein and therein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

14.Headings. The headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

[Signature Pages To Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY:

WESTWOOD ONE, INC.

By: /s/EDMAMMONE

Name: Ed Mammone

Title: SVP Finance

GUARANTORS:

WESTWOOD NATIONAL RADIO CORPORATION

WESTWOOD ONE PROPERTIES, INC.

WESTWOOD ONE RADIO, INC.

WESTWOOD ONE RADIO NETWORKS, INC.

WESTWOOD ONE STATIONS - NYC, INC.

By: /s/EDMAMMONE

Name: Ed Mammone

Title: SVP Finance

The foregoing is hereby agreed to as of the date thereof.

AGENT AND LENDER:

WELLS FARGO CAPITAL FINANCE, LLC

By:/S/DANIEL WHITWER

Name: Daniel Whitwer

Title: Senior Vice President

EXHIBIT A

REAFFIRMATION OF GUARANTY (WITH PUT OPTION)

This REAFFIRMATION OF GUARANTY (WITH PUT OPTION) (this “Reaffirmation”), dated as of August 30, 2011, is by and among GORES CAPITAL PARTNERS II, L.P., a Delaware limited partnership ("Gores CP II"), GORES CO-INVEST PARTNERSHIP II, L.P., a Delaware limited partnership ("Gores Co-Invest II"; Gores CP II and Gores Co-Invest II are collectively, "Guarantors" and each individually, a "Guarantor"), and WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company, as agent (in such capacity, "Agent") for the Lender Group (as defined in the Credit Agreement, defined below).

WHEREAS, Westwood One, Inc., a Delaware corporation ("Borrower"), Agent and the other members of the Lender Group are parties to that certain Credit Agreement dated as of April 23, 2009 (as amended, restated, modified, renewed or extended from time to time, the "Credit Agreement"; capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Credit Agreement);

WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to extend the loans and other financial accommodations to Borrower pursuant to the Credit Agreement, the Guarantors executed and delivered that certain Guaranty (With Put Option) dated as of April 23, 2009 in favor of Agent for the benefit of the Lender Group (as amended, restated, supplemented or otherwise modified from time to time, the "Sponsor Guaranty") pursuant to which the Guarantors, on a joint and several basis, irrevocably and unconditionally guarantied the payment in full of the Advances, the Term Loan and the other Obligations under the Credit Agreement;

WHEREAS, Borrower and Guarantors have requested that Agent and Lenders agree to enter into that certain Eighth Amendment to Credit Agreement among Borrower, Subsidiary Guarantors, Agent and Lenders of even date herewith (the "Eighth Amendment to Credit Agreement") in order to, among other things, extend the Maturity Date of the Guarantied Obligations from July 15, 2012 to October 15, 2012; and

WHEREAS, it is a condition precedent to the effectiveness of the Eighth Amendment to Credit Agreement and the willingness of Agent and Lenders to extend the Maturity Date of the Credit Agreement from July 15, 2012 to October 15, 2012 that Guarantors and Agent shall enter into this Reaffirmation;

NOW, THEREFORE, in consideration of the foregoing, Guarantors and Agent hereby agree as follows:

1.Reaffirmation of Sponsor Guaranty. Each Guarantor consents to the execution and delivery of the Eighth Amendment to Credit Agreement by the parties thereto and to all of the terms thereof (including, without limitation, the extension of the Maturity Date from July 15, 2012 to October 15, 2012), acknowledges and agrees that except as the Sponsor Guaranty is expressly modified hereby, the terms and provisions of the Sponsor Guaranty shall remain in full force and effect, acknowledges and agrees that the indebtedness, liabilities and obligations of the Borrower and the other Loan Parties under the Credit Agreement, each other Loan Document and the Eighth Amendment to Credit Agreement constitute Guarantied Obligations (as defined in the Sponsor Guaranty), and hereby reaffirms all of such terms and provisions and its obligations under the Sponsor Guaranty. Nothing in the Eighth Amendment to Credit Agreement extinguishes, novates or releases any right, claim or entitlement of Agent and/or any of the Lenders created by or contained in the

Sponsor Guaranty or any of the other Loan Documents nor is any Guarantor released from any covenant, warranty or obligation created by or contained herein or therein. In order to induce Agent and Lenders to enter into the Eighth Amendment to Credit Agreement, each Guarantor hereby represents and warrants to Agent and Lenders that, as of the date hereof and after giving effect to the Eighth Amendment to Credit Agreement: (a) each of the representations and warranties made by each Guarantor in the Sponsor Guaranty (including, without limitation, the representations and warranties set forth in Section 6(a)(x) and 6(a)(xiii) thereof) was true and correct in all material respects when made, and is, true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date of this Reaffirmation; (b) no Sponsor Event of Default (as defined in the Sponsor Guaranty) has occurred and is continuing; (c) to the knowledge of the Guarantors, there are no defenses relating to the enforcement of the Sponsor Guaranty existing in any Guarantor's favor as of the date hereof, and each Guarantor waives any defenses, setoffs and counterclaims relating to the enforcement of the Sponsor Guaranty which may now or anytime hereafter be available to it; (d) no "Trigger Event" (as defined in the Third Amended and Restated Agreement of Limited Partnership of Gores Capital Partners II, L.P.) has occurred as of the date hereof; (e) the execution and delivery by each Guarantor of this Reaffirmation (and the implementation of the terms of the Eighth Amendment to Credit Agreement with respect to the Guarantied Obligations) (i) is within each Guarantor's power and authority, (ii) has been duly authorized by all necessary limited partnership and limited liability company action, (iii) is not in contravention of any provision of any Guarantor's limited partnership agreement or other organizational documents, (iv) does not violate any law or regulation or any order or decree of any Governmental Authority applicable to any Guarantor, (v) does not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Guarantor is a party or by which any Guarantor or any of its respective property is bound, (vi) does not result in the creation or imposition of any Lien upon the property of any Guarantor, and (vii) except for such consents or approvals as have already been obtained, does not require the consent or approval of any Governmental Authority or any other Person; and (f) that this Reaffirmation has been duly executed and delivered by each Guarantor and constitutes a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors rights and remedies in general or general principles of equity.

2.Release by Guarantors.

In consideration of the agreements of Agent contained herein and the agreement of Agent and Lenders contained in the Eighth Amendment to Credit Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor, on behalf of itself and its successors and assigns, to the fullest extent permitted by applicable law, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, either known or suspected, both at law and in equity, which any Guarantor or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing relating to the Sponsor Guaranty, the Credit Agreement or any of the other Loan Documents (each as amended

on or prior to the Effective Date (as defined in the Eighth Amendment to Credit Agreement)) or the transactions contemplated thereby which arises at any time on or prior to the Effective Date (other than any such Claims arising from the willful misconduct or bad faith (as finally determined by a court of competent jurisdiction) of any such Releasee).

(a)Each Guarantor understands, acknowledges and agrees that, to the fullest extent permitted by applicable law, the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)The Guarantors warrant, represent and agree that they are fully aware of California Civil Code Section 1542, which provides as follows:

SEC. 1542.  GENERAL RELEASE.  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.

The Guarantors hereby expressly waive the provisions of California Civil Code Section 1542, and any rights they may have to invoke the provisions of that statute now or in the future with respect to the Claims being released pursuant to this Section 4.  In connection with the foregoing waiver and relinquishment, the Guarantors acknowledge that they are aware that they or their attorneys or others may hereafter discover claims or facts in addition to or different from those which the parties now know or believe to exist with respect to the subject matter of the Claims being released hereunder, but that it is nevertheless the intention of the Guarantors to fully, finally and forever settle, release, waive and discharge all of the Claims which are being released pursuant to this Section 4.  The release given herein shall remain in effect as a full and complete general release, notwithstanding the discovery or existence of any such additional or different claims or facts.

3.Choice Of Law And Venue; Jury Trial Waiver; CALIFORNIA JUDICIAL REFERENCE. THE VALIDITY OF THIS REAFFIRMATION, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS REAFFIRMATION SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH PROPERTY MAY BE FOUND. EACH SPONSOR GUARANTOR AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 3.

EACH SPONSOR GUARANTOR AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS REAFFIRMATION OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY

CLAIMS. EACH SPONSOR GUARANTOR AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS SECTION MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

IF ANY ACTION OR PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA BY OR AGAINST ANY SPONSOR GUARANTOR OR ANY MEMBER OF THE LENDER GROUP IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS REAFFIRMATION OR ANY DOCUMENT RELATED HERETO, (a) THE COURT SHALL, AND IS HEREBY DIRECTED TO, MAKE A GENERAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 TO A REFEREE (WHO SHALL BE A SINGLE ACTIVE OR RETIRED JUDGE) TO HEAR AND DETERMINE ALL OF THE ISSUES IN SUCH ACTION OR PROCEEDING (WHETHER FACT OR LAW) AND TO REPORT A STATEMENT OF DECISION, PROVIDED THAT AT THE OPTION OF AGENT OR ANY MEMBER OF THE LENDER GROUP PARTY TO SUCH PROCEEDING, ANY ISSUES PERTAINING TO A "PROVISIONAL REMEDY" AS DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8 SHALL BE HEARD AND DETERMINED BY THE COURT, AND (b) WITHOUT LIMITING THE GENERALITY OF SECTION 10(f) OF THE SPONSOR GUARANTY, SPONSOR GUARANTORS SHALL BE SOLELY RESPONSIBLE TO PAY ALL REASONABLE FEES AND EXPENSES OF ANY REFEREE APPOINTED IN SUCH ACTION OR PROCEEDING.

4.Counterparts; Telefacsimile Execution. This Reaffirmation may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Reaffirmation. Delivery of an executed counterpart of this Reaffirmation by facsimile or other electronic form of delivery shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation. Any party delivering an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Reaffirmation as of the date first written above.

GORES CAPITAL PARTNERS II, L.P.

By:GORES CAPITAL ADVISORS II, LLC,

Its:General Partner

By:THE GORES GROUP, LLC

Its:Manager

By:/S/ STEVE G. EISNER

Name: Steve G. Eisner

Its: Senior Vice President

GORES CO-INVEST PARTNERSHIP II, L.P.

By:GORES CAPITAL ADVISORS II, LLC,

Its:General Partner

By:THE GORES GROUP, LLC

Its:Manager

By:/S/ STEVE G. EISNER

Name: Steve G. Eisner

Its: Senior Vice President

Agreed and accepted this 30th day of August, 2011 by:

WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as Agent and as the sole existing Lender

By:______________________________

Name:____________________________

Its:______________________________

EXHIBIT B

SEVENTH NOTES AMENDMENT

See Attached

EX-99.1

Exhibit 99.1

Item 6. Selected Financial Data

The following table summarizes certain selected financial data and should be read in conjunction with our consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included as Exhibit 99.3 and Exhibit 99.2. All amounts disclosed herein relate to our continuing operations unless otherwise stated.

Five-Year Summary of Selected Financial Data

(in thousands, except per share data)

	Successor Company (1)						Predecessor Company (1)
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009
(In thousands)										Year Ended December 31,
Consolidated Statements of Operations:										2008			2007			2006
Revenue	$	196,986		$	119,851		$	63,996		$	209,532		$	218,939		$	246,317
Operating costs	187,053			111,621			65,197			196,615			190,894			207,795
Depreciation and amortization	5,943			6,128			1,105			4,932			12,885			13,303
Corporate general and administrative    expenses	11,076			9,822			4,092			15,001			9,809			14,618
Goodwill impairment	—			—			—			126,423			—			154,775
Restructuring charges	269			507			1,057			10,590			—			—
Special charges	5,448			3,033			12,699			11,624			4,626			1,579
Operating (loss) income	(12,803		)	(11,260		)	(20,154		)	(155,653		)	725			(145,753		)
Interest expense	7,624			2,726			1,331			10,633			17,607			19,571
Other expense (income)	1,688			(5		)	(295		)	(208		)	(318		)	(926		)
Income tax (benefit) expense    from continuing operations	(7,922		)	(10,431		)	(5,985		)	(43,149		)	(6,496		)	3,144
Net loss from continuing operations	$	(14,193	)	$	(3,550	)	$	(15,205	)	$	(122,929	)	$	(10,068	)	$	(167,542	)
	Successor Company (1)									Predecessor Company (1)
	As of December 31,									As of December 31,
	2010			2009 (1)						2008			2007			2006
Consolidated Balance Sheet Data:
Current assets continuing operations	$	69,193		$	76,785					$	80,336		$	79,438		$	77,988
Working capital continuing operations (2)	14,229			11,474						(231,604		)	4,397			3,099
Total assets continuing operations	146,395			156,113						113,440			174,273			249,905
Total assets	288,274			307,318						205,088			669,757			696,701
Long-term debt (2)	136,407			122,262						—			345,244			366,860
Due to Gores	10,222			11,165						—			—			—
Total stockholders' (deficit) equity	(5,992		)	17,984						(203,145		)	227,631			202,931

(1) As a result of the Refinancing, we adopted the acquisition method of accounting effective April 23, 2009. Accordingly, we have revalued our assets and liabilities using our best estimate of current fair value. Our consolidated financial statements which present periods prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while the periods subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the fair values which were allocated to our segments based on the business enterprise value of each segment. Deferred tax liabilities have been recorded as a part of acquisition accounting to reflect the future taxable income to be recognized relating to the cancellation of indebtedness income as well as the deferred tax liability related to the acquisition accounting.

(2) On November 30, 2008, we failed to make the interest payment on our outstanding indebtedness which constituted an event of default under the credit agreements that pertain to the long-term debt outstanding at that time. Accordingly, $249,053 of debt previously considered long-term was then re-classified as short-term debt, which decreased our long-term debt and decreased our working capital.

1

EX-99.2

Exhibit 99.2

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(In thousands, except for per share amounts)

The following discussion should be read in conjunction with the Consolidated Financial Statements, related notes and other financial information appearing elsewhere in this report. In addition, see the “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information” and “Risk Factors” under Item 1A of the Form Annual Report on 10-K for the year ended December 31, 2010, filed April 15, 2011. All amounts disclosed herein relate to our continuing operations unless otherwise stated.

OVERVIEW

Revenue

In 2010, our revenue grew by 7.1%, outpacing the overall network market which grew by 2.5% according to the December 2010 Miller Kaplan report. We believe our increased revenue resulted from our focus on delivering the best sports, talk, and music and entertainment programming and other key services to our affiliate and advertising customers. Additionally, our advertising revenue increased in the areas of sports, music and news programming. These increases were partially offset by a decline in advertising revenue from our talk radio programs and the cancellation of certain talk programs.

Net Loss from Continuing Operations

Our net loss from continuing operations for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $14,193, $3,550 and $15,205, respectively. Net loss from continuing operations per share attributable to common shareholders for basic and diluted shares for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $(0.68), $(6.89) and $(36.20), respectively.

Net Loss

Our net loss for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $31,257, $63,600 and $18,961, respectively. Net loss per share attributable to common shareholders for basic and diluted shares for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $(1.50), $(11.75) and $(43.64), respectively.

Operating Cash Flow

Net cash provided by operating activities was $8,136 for the twelve months ended December 31, 2010, an increase of $33,055 compared to the twelve months ended December 31, 2009. The increase was principally attributable to a 2010 federal tax refund of $12,940 in 2010, a lower net decrease in our deferred taxes of $14,453, a lower net loss of $51,304 (primarily from the absence of the 2009 impairment charge of $50,501) and an increase in the change in working capital of $11,557, partially offset by lower other non-cash adjustments of $6,698.

Adjusted EBITDA

Adjusted EBITDA was $1,783 for the twelve months ended December 31, 2010 an increase of $2,599 from a loss of $816 for the same period in 2009. This increase in Adjusted EBITDA is primarily attributable to an increase in revenue of $13,139, partially offset by an increase in operating costs of $10,235.

1

RESULTS OF OPERATION

Presentation of Results

Our consolidated financial statements and transactional records prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such records subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the new fair values in our financial statements. Reference is made in this report to the refinancing of substantially all of our outstanding long-term indebtedness and recapitalization of our equity that closed on April 23, 2009 which is referred to in this report as the ”Refinancing”. This is presented in our consolidated financial statements by a vertical black line division which appears between the sections entitled Predecessor Company and Successor Company on the statements and relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Refinancing are not comparable. For management purposes we continue to measure our performance against comparable prior periods.

Our Network Radio business 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.

We have one operating segment, Network Radio. We evaluate performance using revenue and Adjusted EBITDA as the primary measure of profit and loss for our operating segment. Adjusted EBITDA is defined as operating income adjusted for the following: (1) plus depreciation, amortization and other non-cash losses, charges or expenses (including impairment of intangible assets and goodwill); (2) minus any “extraordinary,” “unusual,” “special” or “non-recurring” earnings or gains or plus any “extraordinary,” “unusual,” “special” or “non-recurring” losses, charges or expenses; (3) plus restructuring expenses or charges; and (4) plus non-cash compensation recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by our management and enhances their ability to understand our operating performance.

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 corporate accounting, legal and administrative personnel costs, other administrative expenses, including those associated with corporate governance matters, and until its termination on March 3, 2008, the Management Agreement. Special charges include expenses associated with our debt agreements and amendments, corporate development, professional services rendered by various members of Gores and Glendon, Gores' equity investments, the Refinancing, the stock offering undertaken by us in late 2009 that we have no immediate plans to further pursue, the renegotiation of the CBS agreements and employment claim settlements.

In those instances 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 instances 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 have identified certain immaterial errors in our financial statements, which we corrected in subsequent interim periods. Such items have been reported and disclosed in the financial statements for the periods ended December 31, 2010, 2009 and 2008, as applicable. We do not believe these adjustments are material to our current period consolidated financial statements or to any prior period's consolidated financial statements and accordingly we have not restated any prior period financial statements. In an ongoing effort to improve our control environment, we have made further enhancements to our financial reporting personnel in 2010 and intend to continue to evaluate our internal controls and make further improvements as necessary.

Goodwill and Intangible Asset Impairment

As part of our annual impairment tests of goodwill and indefinite lived intangible assets, at December 31, 2010, we performed a Step 1 analysis by comparing our calculated fair value based on our forecast to our current carrying value. The results indicated a potential impairment in our discontinued operations and we performed a Step 2 analysis to compare the implied fair value of goodwill to the carrying value of its goodwill. As a result of the Step 2 analysis, we determined that there was no impairment to goodwill as of December 31, 2010. On April 1, 2011 we filed a notice of late filing on Form 12b-25 with the SEC, which estimated an impairment charge between $15,000 and $25,000 as of December 31, 2010. Subsequent to such filing we finalized our conclusion

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on the appropriate discount rate to be incorporated into our impairment model and concluded that we did not have an impairment as of December 31, 2010.

Restructuring

In the second quarter of 2010, we restructured certain areas of the Network Radio business (the “2010 Program”). The 2010 Program included charges related to the consolidation of certain operations that reduced our workforce levels during 2010, and additional actions to reduce our workforce as an extension of the 2008 Program (described below). In connection with the 2010 Program, we recorded $172 of costs for the year ended December 31, 2010. All costs related to the 2010 Program were incurred by the end of 2010.

In the third quarter of 2008, we announced a plan to restructure certain contracts and reduce labor costs in our Network Radio business (along with facilities and severance programs in our discontinued operations) (referred to herein as the “2008 Program”) and to implement other cost reductions. Since its inception, the 2008 Program included contract terminations of $6,751 and severance of $5,672.

The discontinued operations portion of the 2008 Program (included in loss from discontinued operations) entailed reducing the number of our Metro Traffic operational hubs from 60 to 13 regional centers and produced meaningful reductions in labor expense, aviation expense, station compensation, program commissions and rent. Since the commencement of the Metro Traffic re-engineering, we recorded $12,528 including severance of $5,980 and facilities consolidation costs of $6,548. All costs related to the Metro Traffic re-engineering were incurred by the end of 2010. Future expense related to the Metro Traffic re-engineering will be adjustments for changes, if any, resulting from revisions to our estimated sublease cash flows from facilities we closed in connection with the Metro Traffic re-engineering after the cease-use date (i.e., the day we exited the facilities) and will be reported in loss from discontinued operations.

Twelve Months Ended December 31, 2010 Compared with the Periods April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009

Revenue

Revenue for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 is as follows:

	Successor Company				Predecessor Company
	Twelve Months Ended  December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Twelve Month Change
Revenue	$	196,986	$	119,851	$	63,996	$	13,139

For the twelve months ended December 31, 2010, our revenue was $196,986, an increase of 7.1%, or $13,139 compared with the twelve months ended December 31, 2009. The increase resulted from increased advertising revenue in programming for sports of $12,716, music of $2,404 and news of $1,812. These increases were partially offset by decreases in advertising revenue from our talk radio programs of $2,374 and from the cancellation of certain talk programs of $1,665.

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Operating Costs

Operating costs for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 are as follows:

	Successor Company				Predecessor Company
	Twelve Months Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Twelve Month Change
Programming and operating	$	101,522	$	57,550	$	36,672	$	(7,300	)
Station compensation	47,373		31,882		15,881		390
Payroll and payroll related	22,130		12,912		7,427		(1,791		)
Other	16,028		9,277		5,217		(1,534		)
	$	187,053	$	111,621	$	65,197	$	(10,235	)

Operating costs increased $10,235, or 5.8%, to $187,053 for the twelve months ended December 31, 2010 compared to the same period in 2009.

Programming and operating costs increased $7,300 for the twelve months ended December 31, 2010 compared to the same period in 2009, primarily due to increases in program commissions of $7,227 and broadcast rights of $3,751, partially offset by decreases in news service fees of $1,635, talent fees of $1,584 and other production expenses of $459.

Station compensation costs, which represent costs associated with acquiring radio and television station inventory to support revenue, decreased $390 for the twelve months ended December 31, 2010 compared to the same period in 2009.

Payroll and payroll related costs increased $1,791 for the twelve months ended December 31, 2010 compared to the same period in 2009. The increases were primarily a result of sales commissions of $1,010 and other compensation of $781, reflecting additional sales force hires in 2010 and variable compensation tied to revenue.

Other operating expenses increased $1,534 for the twelve months ended December 31, 2010 compared to the same period in 2009, primarily from higher insurance expenses of $667, promotion expense of $498, communication expense of $431 and technology costs $424, partially offset by a decrease in bad debt expense of $410.

Depreciation and Amortization

Depreciation and amortization decreased $1,290, or 17.8%, to $5,943 in the twelve months ended December 31, 2010 from the comparable period of 2009. The decrease is primarily attributable to the amortization expense in 2009 from insertion orders of $1,700 and lower depreciation of property and equipment of $189, partially offset by higher amortization of other intangibles of $599.

Corporate General and Administrative Expenses

Corporate, general and administrative expenses decreased $2,838 or 20.4%, to $11,076 for the twelve months ended December 31, 2010 compared to the twelve months ended December 31, 2009. The decrease is principally due to decreases in equity-based compensation expense of $2,088 and the absence of $1,652 of asset write-offs that occurred in the fourth quarter of 2009, partially offset by increases in professional services fees of $613 and payroll and related expenses of $457.

Restructuring Charges

We recorded restructuring charges for severance of $172, $357 and $1,057 in the twelve months ended December 31, 2010, the period from April 24, 2009 to December 31, 2009 and the period from January 1, 2009 to April 23, 2009, respectively. We recorded restructuring charges for contract terminations of $97 and $150 in the twelve months ended December 31, 2010 and the period from April 24, 2009 to December 31, 2009, respectively.

Special Charges

We incurred special charges aggregating $5,448 in the twelve months ended December 31, 2010. Special charges in 2010 included

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fees of $2,414 related to our debt agreements, including the cost to twice amend our Securities Purchase Agreement and Credit Agreement; professional fees of $1,339 related to the evaluation of potential business development activities, including acquisitions and dispositions; Gores and Glendon fees of $1,009; and employment claim settlements of $493 related to employee terminations that occurred prior to 2008. There were no similar charges for the foregoing cost in the twelve months ended December 31, 2009. Special charges in 2010 also included: fees of $193 related to the finalization of the income tax treatment of the Refinancing, a decrease of $13,702 when compared to the fees incurred in connection with the Refinancing for the twelve months of 2009. Such Refinancing fees included transaction fees and expenses related to the negotiation of definitive documentation and fees of various legal and financial advisors and other professionals involved in the Refinancing.

Special charges for the period from April 24, 2009 to December 31, 2009 included: Refinancing costs of $1,196, including transaction fees and expenses related to negotiation of the definitive documentation, fees of various legal and financial advisors for the constituents involved in the Refinancing (e.g., Westwood One, Gores, Glendon Partners, the banks, noteholders and the lenders of the Senior Credit Facility); professional fees and other costs related to the S-1 stock offering that we currently have no immediate plans to further pursue of $1,698; and costs related to the Culver City financing of $139

Special charges for the period from January 1, 2009 to April 23, 2009 included: Refinancing costs of $12,699, including transaction fees and expenses related to negotiation of the definitive documentation, fees of various legal and financial advisors for the constituents involved in the Refinancing (e.g., Westwood One, Gores, Glendon Partners, the banks, noteholders and the lenders of the Senior Credit Facility).

Operating Loss

The operating loss for the twelve months ended December 31, 2010 decreased by $18,611 to $12,803 from the same period in 2009. This decrease is primarily attributable to higher revenue of $13,139, lower restructuring and special charges of $11,579, lower depreciation and amortization of $1,290, lower corporate expense of $2,838, partially offset by an increase in operating expenses of $10,235.

Adjusted EBITDA

We evaluate performance using revenue and Adjusted EBITDA as the primary measure of profit and loss for our operating segment. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view the performance of our business in a manner similar to the primary method used by our management and enhances their ability to understand our operating performance.

Adjusted EBITDA for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 are as follows:

	Successor Company						Predecessor Company
	Twelve Months Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Twelve Month Change
Operating loss	$	(12,803	)	$	(11,260	)	$	(20,154	)	$	18,611
Depreciation and amortization	5,943			6,128			1,105			(1,290		)
Restructruing charges	269			507			1,057			(1,295		)
Special and other charges (1)	6,045			4,685			12,699			(11,339		)
Non-cash equity based compensation	2,329			2,734			1,683			(2,088		)
Adjusted EBITDA	$	1,783		$	2,794		$	(3,610	)	$	2,599

(1) Special charges and other includes expense of $597 and 1,652 classified as general and administrative expense on the Statement of Operations for the year ended December 31, 2010 and the period April 24 to December 31, 2009, respectively.

Adjusted EBITDA was $1,783 for the twelve months ended December 31, 2010 an increase of $2,599 from a loss for the same period in 2009. This increase in Adjusted EBITDA is primarily attributable to an increase in revenue of $13,139, partially offset by an increase in operating costs of $10,235.

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Interest Expense

Interest expense increased $3,567, or 87.9%, to $7,624 in the twelve months ended December 31, 2010 from the comparable period of 2009. The increase is primarily attributable to the increase in costs related to the amendments to the Securities Purchase Agreements of $2,648 and increased interest related to the Culver City financing of $657. Interest expense included in the loss from discontinued operations of $15,627, $12,056 and $1,891 for the year ended December 31, 2010, the period April 24, 2009 to December 31, 2009 and the period January 1, to April 23, 2009, respectively, is related to the Senior Notes having been repaid in conjunction with the sale of our Metro Traffic business.

Other Expense

Other expense in the twelve months ended December 31, 2010 was $1,688 which primarily represents the fair market value adjustment related to the February 2011 Gores equity commitment of $1,538, a loss on the disposal of long-lived assets of $258 and the gain on sale of marketable securities in the fourth quarter of $98. The February 2011 Gores equity commitment constituted an embedded derivative and is valued in accordance with derivative accounting (see Note 9 - Debt for additional detail).

Provision for Income Taxes

Income tax benefit for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $7,922, $10,431 and $5,985, respectively. Our effective tax rate for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were 35.8%, 74.6% and 28.2%, respectively. The 2009 effective rates were higher due to certain special charges and restructuring charges that were non-deductable. An additional tax benefit of $590 was recorded in the twelve months ended December 31, 2010 related to an increase in our federal income tax refund arising from a change in the determination of the deductibility of certain costs for the twelve months ended December 31, 2009. These additional income tax benefits are primarily related to deductions taken in U.S. federal filings for which it is more likely than not that those deductions would be sustained on their technical merits.

Loss from Continuing Operations

Our net loss from continuing operations for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $14,193, $3,550 and $15,205, respectively. Net loss from continuing operations per share for basic and diluted shares for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $(0.68), $(6.89) and $(36.20), respectively. Net loss per share amounts reflected the effect of the 200-for-1 reverse stock split of our common stock that occurred on August 3, 2009. Average share amounts for the year ended December 31, 2010 and the period April 24, 2009 to December 31, 2009 were significantly higher than the January 1, 2009 to April 23, 2009 period as a result of the conversions of shares of preferred stock into common stock in July and August 2009.

Loss from Discontinued Operations

Our net loss from discontinued operations for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $17,064, $60,050 and $3,756, respectively. Net loss from discontinued operations for the twelve months ended December 31, 2010 decreased by $46,742 to $17,064 from the same period in 2009. This decrease is primarily attributable to a decrease in goodwill and intangible asset impairment of $50,501, increased revenues of $9,073 and lower restructuring and special charges of $4,030, partially offset by an increase in operating costs of $9,908 and a lower tax benefit of $8,445.

Net Loss

Our net loss for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $31,257, $63,600 and $18,961, respectively. Net loss per share attributable to common shareholders for basic and diluted shares for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 were $(1.50), $(11.75) and $(43.64), respectively.

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The Periods April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009

Compared With Twelve Months Ended December 31, 2008

Revenue

Revenue for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the twelve months ending December 31, 2008 are as follows:

	Successor Company		Predecessor Company
	For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Twelve Months Ended December 31, 2008		Twelve Month Change
Revenue	$	119,851	$	63,996	$	209,532	$	(25,685	)

For the twelve months ended December 31, 2009, our revenue decreased $25,685, compared to $209,532 for the twelve months ended December 31, 2008, a 12.3% decline. The declines in 2009 were primarily the result of the cancellation of certain programs of $8,619, absence of the summer Olympics of $1,286, declines in audience, lower revenue from our RADAR network inventory and the ongoing economic downturn and, in particular, the general decline in advertising spending which began to contract in 2008 and continued throughout much of 2009. This led to a reduction of revenues from our programming for news $10,407, sports of $3,211 and music of $2,536.

Expenses

Operating costs

Operating costs for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the twelve months ending December 31, 2008 are as follows:

	Successor Company		Predecessor Company
	For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Twelve Months Ended December 31, 2008		Twelve Month Change
Programming and operating	$	57,550	$	36,672	$	110,060	$	15,838
Station compensation	31,882		15,881		47,359		(404		)
Payroll and payroll related	12,912		7,427		27,268		6,929
Other operating expenses	9,277		5,217		11,928		(2,566		)
	$	111,621	$	65,197	$	196,615	$	19,797

For the twelve months ended December 31, 2009, operating costs decreased $19,797, or 10.1%, from $196,615 for the twelve months ended December 31, 2008.

For the twelve months ended December 31, 2009, programming and operating costs decreased by $15,838 compared to $110,060 for the twelve months ended December 31, 2008, primarily due to reduced revenue sharing expense from program commissions of $6,245 as a result of our lower revenue, lower broadcast rights of $3,929, lower talent fees of $4,037 and lower news service fees of $1,593.

For the twelve months ended December 31, 2009, station compensation expense increased by $404 compared to $47,359 for the twelve months ended December 31, 2008.

For the twelve months ended December 31, 2009, payroll and payroll related costs decreased by $6,929 or 25.4% compared to $27,268 for the twelve months ended December 31, 2008, as a result of the salary reductions and decreased headcount.

For the twelve months ended December 31, 2009, other operating expenses increased by $2,566 compared to $11,928 for the twelve months ended December 31, 2008, primarily reflecting increased accounting and audit fees of $1,452.

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Depreciation and Amortization

Depreciation and amortization for the twelve months ended December 31, 2009 increased $2,301, or 46.7%, compared to $4,932 for the twelve months ended December 31, 2008. The increase is attributable to the increase in amortization expense of $4,044 from the fair value of amortizable intangibles that were recorded as a result of the Refinancing and our application of push down acquisition accounting, and by increased depreciation and amortization from our additional investments in systems and infrastructure of $1,285. This was partially offset by a decrease in warrant amortization expense of $1,618 as a result of the cancellation on March 3, 2008 of all outstanding warrants previously granted to CBS Radio.

Corporate General and Administrative Expenses

Corporate, general and administrative expenses decreased $1,087 for the twelve months ended December 31, 2009 as compared to $15,001 for the twelve months ended December 31, 2008. The decrease is due to reduced legal fees for normal operations of $949, lower accounting fees of $1,103 and reduced consulting fees of $767, partially offset by the $1,652 of asset write-offs that occurred in the fourth quarter of 2009.

Goodwill and Intangible Asset Impairment

In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $126,423 ($60,563 in the second quarter and $65,860 in the fourth quarter).

Restructuring Charges

In connection with the 2008 Program, which included staff reductions and the elimination of underperforming programming that commenced in the last half of 2008, restructuring charges decreased $9,026 for the twelve months ended December 31, 2009 as compared to $10,590 for the twelve months ended December 31, 2008. This reflected decreased contract terminations of $6,354 and decreased severance costs of $4,236. The charges for the twelve months ended December 31, 2008 included contract terminations of $6,504 and severance of $4,086.

Special Charges

Special charges for the period from April 24, 2009 to December 31, 2009 included: Refinancing costs of $1,196, including transaction fees and expenses related to negotiation of the definitive documentation and fees of various legal and financial advisors for the constituents involved in the Refinancing (e.g., Westwood One, Gores, Glendon Partners, the banks, noteholders and the lenders of the Senior Credit Facility); professional fees and other costs related to the S-1 stock offering that we currently have no immediate plans to further pursue of $1,698; and costs related to the Culver City financing of $139

Special charges for the period from January 1, 2009 to April 23, 2009 included: Refinancing costs of $12,699, including transaction fees and expenses related to negotiation of the definitive documentation and fees of various legal and financial advisors for the constituents involved in the Refinancing (e.g., Westwood One, Gores, Glendon Partners, the banks, noteholders and the lenders of the Senior Credit Facility).

Special charges for the period from April 24, 2009 to December 31, 2009 and for the period from January 1, 2009 to April 23, 2009 had no corresponding charges in the comparable twelve month period in 2008.

Special charges for 2008 consisted of associated legal and professional fees of $6,624 incurred in connection with the new CBS arrangement and contract termination costs of $5,000.

Operating Loss

The operating loss for the twelve months ended December 31, 2009 decreased by $124,239 from $155,653 versus 2008. This decrease is primarily due to the absence of goodwill impairment charges in 2009 and goodwill impairment charges in 2008 of $126,423, lower operating costs of $19,797 and lower restructuring expenses of $9,026, partially offset by the decline in revenue of $25,685 and an increase in special charges of $4,108.

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Adjusted EBITDA

Adjusted EBITDA for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the twelve months ending December 31, 2008 are as follows:

	Successor Company			Predecessor Company
	For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Twelve Months Ended December 31, 2008			Twelve Month Change
Operating loss	$	(11,260	)	$	(20,154	)	$	(155,653	)	$	124,239
Depreciation and amortization	6,128			1,105			4,932			2,301
Goodwill impairment	—			—			126,423			(126,423		)
Restructuring charges	507			1,057			10,590			(9,026		)
Special charges and other (1)	4,685			12,699			14,016			3,368
Non-cash equity-based compensation	2,734			1,683			4,437			(20		)
Adjusted EBITDA	$	2,794		$	(3,610	)	$	4,745		$	(5,561	)

(1) Special charges and other includes expense of $1,652 and $2,392, which are classified as general and administrative expense on the Statement of Operations for the period April 24, 2009 to December 31, 2009 and for the year ended December 31, 2008, respectively.

Adjusted EBITDA loss for the twelve months ended December 31, 2009 decreased $5,561 from Adjusted EBITDA of $4,745 for the twelve months ended December 31, 2008. The decrease is due to the decline in revenue of $25,685 partially offset by lower operating costs of $19,797

Interest Expense

Interest expense decreased $6,576, or 61.8%, for the twelve months ended December 31, 2009 from $10,633 in the comparable period of 2008. The decrease was due to lower average debt levels during 2009 as a result of our Refinancing that closed on April 23, 2009. Interest expense included in the loss from discontinued operations of $12,056, $1,891 and $6,018 for the period April 24, 2009 to December 31, 2009, the period January 1, to April 23, 2009 and the year ended December 31, 2010, respectively, is related to the Senior Notes having been repaid in conjunction with the sale of our Metro Traffic business.

Provision for Income Taxes

Income tax benefits for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the twelve months ended December 31, 2008 were $10,431, $5,985 and $43,149, respectively. Income tax benefits for the twelve months ended December 31, 2009 decreased $26,733 from an income tax benefit of $43,139 for the twelve months ended December 31, 2008, primarily due to lower interest expense, partially offset by higher operating losses and higher deductible expenses in the 2009 periods. The effective 2008 income tax rate was impacted by the 2008 goodwill impairment charge, which was substantially non-deductible for tax purposes.

Our effective tax rate for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the twelve months ended December 31, 2008 were 74.6%, 28.2% and 26.0%, respectively. The change in the effective tax rate is the result of large non-deductible expenses in 2008 for goodwill impairments.

Loss from Continuing Operations

Our net loss from continuing operations for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the twelve months ended December 31, 2008 were $3,550, $15,205 and $122,929, respectively. Net loss from continuing operations per share for basic and diluted shares for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the twelve months ended December 31, 2008 were $(0.89), $(36.20) and $(257.12), respectively. Net loss per share amounts reflected the effect of the 200-for-1 reverse stock split of our common stock that occurred on August 3, 2009. Average share amounts for the April 24, 2009 to December 31, 2009 were significantly higher than for the period January 1 to April 23, 2009 and the year ended December 31, 2008 as a result of the conversions of shares of preferred stock into common stock in July and August 2009.

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Loss from Discontinued Operations

Our net losses from discontinued operations for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the twelve months ended December 31, 2008 were $60,050, $3,756, and $304,634, respectively. Net loss from discontinued operations for the twelve months ended December 31, 2009 decreased by $240,828 from $304,934 from the same period in 2008. This decrease is primarily attributable to a decrease in goodwill and intangible asset impairment of $253,202, increased tax benefits of $44,633 (compared to tax expense in 2008) and lower operating costs of $16,015, partially offset by lower revenues of $38,397, lower non-operating income of $12,097, lower interest expense of $7,929, higher depreciation and amortization of $10,705 and higher restructuring and special charges of $3,897.

Net Loss

Our net losses for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the twelve months ended December 31, 2008 were $63,600, $18,961 and $427,563. The decrease for the twelve months ended December 31, 2009 of $345,002 from a net loss of $427,563 in the comparable period of 2008, was primarily attributable to the decrease in charges for goodwill and intangible impairment of $379,625. Net losses per share attributable to common shareholders for basic and diluted shares was $(11.75), $(43.64) and $(878.73), respectively

Liquidity, Cash Flow and Debt

Cash flows for the twelve months ended December 31, 2010 and for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 are as follows:

	Successor Company						Predecessor Company
	Twelve Months Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Twelve Month Change
Net cash provided by (used in) operating activities	$	8,136		$	(24,142	)	$	(777	)	$	33,055
Net cash used in investing activities	(7,957		)	(6,434		)	(1,384		)	(139		)
Net cash (used in) provided by financing activities	(2,065		)	31,395			(271		)	(33,189		)
Net (decrease) increase in cash and cash equivalents	(1,886		)	819			(2,432		)	$	(273	)
Cash and cash equivalents, beginning of period	4,824			4,005			6,437
Cash and cash equivalents, end of period	$	2,938		$	4,824		$	4,005

Net cash provided by operating activities was $8,136 for the twelve months ended December 31, 2010, an increase of $33,055 compared to the twelve months ended December 31, 2009. The increase was principally attributable to an increase in the change in accounts payable, accrued liabilities and amounts payable to related parties of $21,536, a lower net decrease in our deferred taxes of $14,453, a 2010 federal tax refund of $12,940 in 2010, a lower net loss of $51,304 (primarily from the absence of the 2009 impairment charge of $50,501), a decrease in the change in prepaid and other assets of $4,154 and an increase in the change in deferred revenue of $1,769. These items were partially offset by an increase in the change in accounts receivable of $15,694, lower other non-cash adjustments of $6,698 and a decrease in the change in taxes payable of $208.

While our business at times does not require significant cash outlays for capital expenditures, capital expenditures for the twelve months ended December 31, 2010 increased $2,275 to $8,843, compared to the twelve months ended December 31, 2009, primarily as a result of payments related to investment in internal use software we installed. In the fourth quarter of 2010, we received proceeds from the sale of marketable securities of $886.

Cash used in financing activities was $2,065 for the twelve months ended December 31, 2010, a decrease of $33,189 compared to the twelve months ended December 31, 2009. As part of the Securities Purchase Agreement amendments, we paid down our Senior Notes by $16,032 during 2010. We borrowed $10,000 under our revolving credit facility during 2010, received $5,000 in proceeds from the issuance of common stock to Gores and paid $1,033 under our capital leases. During the period from April 24, 2009 to December 31, 2009, we received $20,000 in proceeds from a term loan, $25,000 from the issuance of preferred stock to Gores and $6,998 from the Culver City building financing, all of which were partially offset by a repayment of the old senior debt of $25,000, repayment of the revolving credit facility of $11,000 and payments of $603 under our capital leases. During the period from January 1, 2009 to April 23, 2009, we paid $271 under our capital leases.

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Liquidity and Capital Resources

We continually project anticipated cash requirements, which may include requirements for potential M&A activity, capital expenditures, principal and interest payments on our outstanding indebtedness, dividends and working capital requirements. To date, funding requirements have been financed through cash flows from operations, the issuance of equity to Gores and the issuance of long-term debt.

At December 31, 2010, our principal sources of liquidity were our cash and cash equivalents of $2,938 and borrowing availability of $3,781 under our revolving credit facility, which equaled $6,719 in total liquidity. Cash flow from operations is also a principal source of funds. We have experienced significant operating losses since 2005 as a result of increased competition in our local and regional markets, reductions in national audience levels, and reductions in our local and regional sales force, and more recently, as a result of higher programming fees and station compensation costs. As described in more detail below, as a result of our waiver and fourth amendment to our debt agreements entered into on April 12, 2011 and based on our 2011 projections, which we believe use reasonable assumptions regarding the current economic environment, we estimate that cash flows from operations will be sufficient to fund our cash requirements, including scheduled interest and required principal payments on our outstanding indebtedness and projected working capital needs, and provide us sufficient Adjusted EBITDA to comply with our amended debt covenants for at least the next 12 months.

As described elsewhere in this report, in connection with the sale of our Metro Traffic segment that closed on April 29, 2011, we paid off all of the Senior Notes held by non-Gores holders in an amount equal to $103,873 (including PIK of $10,895 and accrued interest of $799), which means our existing debt on April 30, 2011 totaled $45,393 (not including $1,219 of letters of credit issued under the Senior Credit Facility). Our Senior Credit Facility and Senior Notes mature on October 15, 2012. If we are unable to meet our debt service and repayment obligations under the Senior Notes or the Senior Credit Facility, we would be in default under the terms of the agreements governing our debt, which if uncured, would allow our creditors at that time to declare all outstanding indebtedness to be due and payable and materially impair our financial condition and liquidity. If financing is limited or unavailable to us upon the maturity of the Senior Credit Facility and Senior Notes, the Company may not have the financial means be able to repay the debt, which would have a material adverse effect on our business continuity, our financial condition and our results of operations.

Existing Indebtedness

Our existing debt totaling $146,629 consists of: $111,629 under the Senior Notes maturing October 15, 2012 (which includes $10,222 due to Gores) and the Senior Credit Facility, consisting of a $20,000 unsecured, non-amortizing term loan and $15,000 outstanding under our revolving credit facility as of March 31, 2011. The term loan and revolving credit facility (i.e., the “Senior Credit Facility”) mature on October 15, 2012 and are guaranteed by subsidiaries of the Company and Gores. The Senior Notes bear interest at 15.0% per annum, payable 10% in cash and 5% PIK interest. The PIK interest accretes and is added to principal quarterly, but is not payable until maturity. As of December 31, 2010, the accrued PIK interest was $10,161. As a result of the waiver and fourth amendments to the debt agreements we entered into on April 12, 2011, a 5% leverage fee will be imposed effective October 1, 2011, subject to the potential elimination of such as described below. The 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. The fee shall be payable on the earlier of July 15, 2012 or the date on which the Senior Notes are paid. Accrued and unpaid leverage fee amounts shall be added to the principal amount of the Senior Notes at the end of each calendar quarter (as is the case with PIK interest on the Senior Notes which accretes to the principal amount). The Senior Notes may be prepaid at any time, in whole or in part, without premium or penalty. Payment of the Senior Notes is mandatory upon, among other things, certain asset sales and the occurrence of a “change of control” (as such term is defined in the Securities Purchase Agreement governing the Senior Notes). The Senior Notes are guaranteed by the subsidiaries of the Company and are secured by a first priority lien on substantially all of the Company's assets. Effective as of the date of the waiver and fourth amendments to the credit agreements, the Senior Notes held by Gores were fully subordinated to the Senior Notes held by non-Gores holders, including in connection with any future pay down of Senior Notes from the proceeds of any asset sale. Notwithstanding the foregoing, if at any time, the Company provides satisfactory documentation to its lenders that its debt leverage ratio for any LTM period complies with the following debt covenant levels for the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50, and provided more than 50% of the outstanding amount of non-Gores Senior Notes (i.e., Senior Notes held by the non-Gores holders) shall have been repaid as of such date, then the 5% leverage fee would be eliminated on a prospective basis. The foregoing levels represent the same covenant levels set forth in the Second Amendment to the Securities Purchase Agreement entered into on March 30, 2010, except that the debt covenant level for June 30, 2011 was 5.50 in the Second Amendment. As part of the waiver and fourth amendment, the Company agreed it would need to comply with a 5.00 covenant level on June 30, 2011, on an LTM basis, for the 5% leverage fee to be eliminated at that specific time.

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Loans under our existing Credit Agreement (which govern the Senior Credit Facility) bear interest at our option at either LIBOR plus 4.5% per annum (with a LIBOR floor of 2.5%) or a base rate plus 4.5% per annum (with a base rate floor of the greater of 3.75% and the one-month LIBOR rate).

Both the Securities Purchase Agreement (governing the Senior Notes) and Credit Agreement (governing the Senior Credit Facility) contain restrictive covenants that, among other things, limit our ability to incur debt, incur liens, make investments, make capital expenditures, consummate acquisitions, pay dividends, sell assets and enter into mergers and similar transactions beyond specified baskets and identified carve-outs. Additionally, we may not exceed the maximum senior leverage ratio (the principal amount outstanding under the Senior Notes over our Adjusted EBITDA) referred to in this report as our debt leverage covenant. The Securities Purchase Agreement contains customary representations and warranties and affirmative covenants. The Credit Agreement contains substantially identical restrictive covenants (including a maximum senior leverage ratio calculated in the same manner as with the Securities Purchase Agreement), affirmative covenants and representations and warranties like those found in the Securities Purchase Agreement, modified, in the case of certain covenants, for a cushion on basket amounts and covenant levels from those contained in the Securities Purchase Agreement.

Since the time of our Refinancing, we have entered into five amendments to our debt agreements with our lenders (on October 14, 2009, March 30, 2010, August 17, 2010, April 12, 2011and most recently, August 29, 2011). In each case, our underperformance against our financial projections caused us to reduce our forecasted results. With the exception of our revised projections at the time of our October 2009 amendment and at the time of our April 2011 amendment (where we requested and received a waiver of our debt leverage covenants to be measured on December 31, 2009 and March 31, 2011, respectively, on a trailing four-quarter basis), our projections have indicated that we would attain sufficient Adjusted EBITDA to comply with the debt leverage covenants then in place. Notwithstanding this, in both of the 2010 amendments, management did not believe there was sufficient cushion in our projections of Adjusted EBITDA to predict with any certainty that we would satisfy such covenants given the unpredictability in the economy and our business. Additionally, given our constrained liquidity on June 30, 2010 and our revised projections in place at such time, management believed it was prudent to renegotiate amendments to our debt agreements to enhance our available liquidity in addition to modifying our debt leverage covenants. These negotiations resulted in the August 17, 2010 amendment in which Gores agreed to purchase an additional $15,000 of common stock. As a result thereof, 769,231 shares were issued to Gores on September 7, 2010 for approximately $5,000 and 1,186,240 shares were issued to Gores on February 28, 2011 for approximately $10,000. Because the $10,000 investment by Gores was to be made based on a trailing 30-day weighted average of our common stock's closing share price for the 30 consecutive days ending on the tenth day immediately preceding the date of the stock purchase, and additionally included a collar (e.g., a $4.00 per share minimum and a $9.00 per share maximum price), the Gores $10,000 equity commitment was deemed to contain embedded features having the characteristics of a derivative to be settled in our common stock. Accordingly, pursuant to authoritative guidance, we determined the fair value of this derivative by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date and estimated the expected volatility of the derivative by using the aforementioned trailing 30-day weighted average. On August 17, 2010, we recorded an asset of $442 related to the aforementioned $10,000 Gores equity commitment. On December 31, 2010, the fair market value of such Gores equity commitment was a liability of $1,096 resulting in other expense of $1,538 for the year ended December 31, 2010. The derivative expired on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment by purchasing 1,186,240 shares of common stock at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price as described above. We accrued additional fees of $2,433 related to amending our credit agreements in the year ended December 31, 2010 recorded as interest expense.

As a result of the waiver and fourth amendment to the Securities Purchase Agreement entered into on April 12, 2011, our previously existing maximum senior leverage ratios (expressed as the principal amount of Senior Notes over our Adjusted EBITDA (as defined in our lender agreements) measured on a trailing, four-quarter basis) of 11.25, 11.0 and 10.0 times for the first three quarters of 2011 were replaced by a covenant waiver for the first quarter of 2011 and minimum LTM EBITDA thresholds of $4,000 and $7,000 respectively, for the second and third quarters of 2011. Debt leverage covenants for the last quarter of 2011 and the first two quarters in 2012 (the Senior Notes mature on October 15, 2012) remain unchanged. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to reflect a change to minimum LTM EBITDA thresholds and maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the minimum LTM EBITDA thresholds of $4,000 and $7,000 for the second and third quarters of 2011 in the Securities Purchase Agreement (applicable to the Senior Notes) are $3,400 and $5,950, respectively, in the Credit Agreement (governing the Senior Credit Facility). The Senior Notes held by Gores were also subordinated to the Senior Notes held by non-Gores holders, effective October 1, 2011, a 5% leverage fee will be imposed and we agreed to report the status of any M&A discussions/activity on a bi-weekly basis. As noted above, if at any time, we provide satisfactory documentation to our lenders that our debt leverage ratio for any LTM period complies with the following debt covenant levels for the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50, and provided more than 50% of the outstanding amount of non-Gores Senior Notes (i.e., Senior Notes held by the non-Gores holders) shall have been repaid as of such date, then the 5% leverage fee would be eliminated on a prospective basis.

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On July 22, 2011, we entered into a seventh amendment to our Credit Agreement for the sole purpose of eliminating provisions with respect to the Sponsor Letter of Credit (as defined in the Credit Agreement), which is the letter of credit that was previously required to be posted by Gores in connection with its guaranty of the Credit Facility. On August 29, 2011, we entered into an Eight Amendment to our Credit Agreement and Seventh Amendment to our Securities Purchase Agreement, each for the sole purpose of extending the maturity date of the debt represented by each such agreement from July 15, 2012 to October 15, 2012.  The Senior Notes held by Gores were also amended to reflect the October 15, 2012 maturity date.

On August 2, 2011, we repaid $8,000 of our revolving credit facility leaving an outstanding balance of $7,000 thereunder as of such date.

On March 31, 2010, June 4, 2010 and November 30, 2010, we repaid $3,500, $12,000 and $532, respectively, of the Senior Notes in accordance with the agreements related to our debt covenants.

Adjusted EBITDA for the nine months ended September 30, 2010 was $11,269. Under the terms of our Senior Notes, in order to have satisfied our 11.25 to 1.00 covenant for the twelve month period ended December 31, 2010, we had to realize Adjusted EBITDA (loss) for the three months ended December 31, 2010 of no more than $(1,346). For the three months ended December 31, 2010 our Adjusted EBITDA was $869, which was $2,215 in excess of the required Adjusted EBITDA. As a point of reference, our Adjusted EBITDA for the three months ended December 31, 2009 was $6,089.

• We have obtained from our lenders a debt covenant waiver for the first quarter of 2011 and accordingly, there is no minimum LTM EBITDA threshold or debt covenant level that we must satisfy for this period.

• In order to satisfy our minimum LTM EBITDA threshold of $4,000 for the twelve month period ending June 30, 2011, we must realize a minimum Adjusted EBITDA loss of $(1,359) for the six months ended June 30, 2011. This compares to our Adjusted EBITDA for the six months ended June 30, 2010 of $6,779. Adjusted EBITDA for the six months ended December 31, 2010 was $5,359.

• In order to satisfy our minimum LTM EBITDA threshold of $7,000 for the twelve month period ending September 30, 2011, we must realize a minimum Adjusted EBITDA of $6,131 for the nine months ended September 30, 2011. This compares to our Adjusted EBITDA for the nine months ended September 30, 2010 of $11,269. Adjusted EBITDA for the three months ended December 31, 2010 was $869.

• In order to satisfy our 9.00 to 1.00 covenant for the twelve month period ending December 31, 2011, we must realize a minimum Adjusted EBITDA of $13,035 for the twelve months ended December 31, 2011. This compares to our Adjusted EBITDA for the twelve months ended December 31, 2010 of $12,138.

Our minimum LTM EBITDA thresholds (for the second and third quarter of 2011) and our maximum senior leverage ratios for the last quarter of 2011 and first two quarters of 2012 (each referred to herein as our “debt leverage covenant”), defined as the principal amount of Senior Notes over our Adjusted EBITDA (defined below), are measured on a trailing, four-quarter basis. The covenants are the same under our Securities Purchase Agreement, governing the Senior Notes, and our Senior Credit Facility, governing the Senior Credit Facility, except that they have different maximum levels. We have presented the more restrictive of the two levels below.

Quarter Ending	Maximum Senior Leverage Ratio Covenant / Minimum LTM EBITDA Thresholds	Principal Amount of Senior Notes Estimated Outstanding (Includes PIK) *	Required Last Twelve Months (LTM) Minimum Adjusted EBITDA
12/31/2010	11.25 to 1.0	111,629	9,923
3/31/2011	Waived	113,024	Waived
6/30/2011	4,000 **	114,437	4,000
9/30/2011	7,000 **	115,868	7,000
12/31/2011	9.00 to 1.0	117,316	13,035
3/31/2012	8.00 to 1.0	118,801	14,850
6/30/2012	7.50 to 1.0	120,322	16,043

* The above table reflects PIK of 5% through September 30, 2011 and PIK a debt leverage fee equal to 5% that becomes payable beginning October 1, 2011 (assuming no paydown of more than 50% of the principal amount of the non-Gores Senior Notes and compliance with certain covenants as described above) in connection with the waiver and fourth amendment to the debt agreements.

** The April 12, 2011 waiver and fourth amendment set forth minimum LTM EBITDA thresholds of $4,000 and $7,000 for the second and third quarters of 2011 to replace Maximum Senior Leverage Ratio Covenant / Minimum LTM EBITDA Thresholds

Adjusted EBITDA has the same definition in both of our borrowing agreements and means Consolidated Net Income adjusted for the following: (1) minus any net gain or plus any loss arising from the sale or other disposition of capital assets; (2) plus any

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provision for taxes based on income or profits; (3) plus consolidated net interest expense; (4) plus depreciation, amortization and other non-cash losses, charges or expenses (including impairment of intangible assets and goodwill); (5) minus any “extraordinary,” “unusual,” “special” or “non-recurring” earnings or gains or plus any “extraordinary,” “unusual,” “special” or “non-recurring” losses, charges or expenses; (6) plus restructuring expenses or charges; (7) plus non-cash compensation recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights; (8) plus any Permitted Glendon/Affiliate Payments (as described below); (9) plus any Transaction Costs (as described below); (10) minus any deferred credit (or amortization of a deferred credit) arising from the acquisition of any Person; and (11) minus any other non-cash items increasing such Consolidated Net Income (including, without limitation, any write-up of assets); in each case to the extent taken into account in the determination of such Consolidated Net Income, and determined without duplication and on a consolidated basis in accordance with GAAP.

“Permitted Glendon/Affiliate Payments” means payments made at our discretion to Gores and its affiliates including Glendon Partners for consulting services provided to Westwood One and “Transaction Costs” refers to the fees, costs and expenses incurred by us in connection with the Refinancing.

Adjusted EBITDA, as we calculate it, may not be comparable to similarly titled measures employed by other companies. While Adjusted EBITDA does not necessarily represent funds available for discretionary use, and is not necessarily a measure of our ability to fund our cash needs, we use Adjusted EBITDA as defined in our lender agreements as a liquidity measure, which is different from operating cash flow, the most directly comparable financial measure calculated and presented in accordance with GAAP. We have provided below the requisite reconciliation of operating cash flow to Adjusted EBITDA.

Adjusted EBITDA for the years ended December 31, 2010, 2009 and 2008 is as follows:

	Twelve Months Ended December 31,
	2010			2009			2008
Net cash provided by (used in) operating activities	$	8,136		$	(24,919	)	$	2,038
Interest expense	7,624			4,057			10,633
Income taxes benefit	(7,922		)	(16,416		)	(43,149		)
Deferred taxes	17,458			31,911			13,907
Federal tax refund	(12,940		)	—			—
Special charges and other (1)	6,045			17,384			14,016
Restructuring	269			1,564			10,590
Paid-in-kind interest	(5,734		)	(4,427		)	—
Change in assets and liabilities	(14,333		)	(2,778		)	(6,376		)
Other non-operating income	1,688			(298		)	11,163
Change in fair value of derivative liability	(1,538		)	—			—
Traffic land write-down	(321		)	(1,852		)	—
Amortization of deferred financing costs	(23		)	(331		)	(1,674		)
Losses (gains) on sales of securities	98			2			(2		)
Loss on disposal of property and equipment	(258		)	(190		)	(206		)
Discontinued operations loss before depreciation and     amortization and equity-based compensation expense	3,534			45,978			297,508
Discontinued operations goodwill impairment	—			(50,501		)	(303,703		)
	$	1,783		$	(816	)	$	4,745

(1) Special charges and other includes expense of $597, $1,652 and $2,392 are classified as general and administrative expense on the Statement of Operations for the years ended December 31, 2010, 2009 and 2008, respectively.

We did not pay dividends to our stockholders during 2010, 2009 or 2008. In May 2007, our Board elected to discontinue the payment of a dividend on our common stock. The payment of dividends on our common stock is prohibited by the terms of our Senior Notes and Senior Credit Facility. There are no plans to declare dividends on our common stock for the foreseeable future. Additionally, our Senior Credit Facility and Senior Notes contain covenants that restrict our ability to repurchase shares of our common stock. Notwithstanding the foregoing, if the proposed merger with Verge (d/b/a Dial Global) closes, the remaining Senior Notes and Senior Credit Facility would be refinanced. Further, in such instance, pursuant to the terms of the Merger Agreement with Verge, a dividend equal to the excess, if any, of (i) $47,901,155 (representing the Company’s target net debt) and (ii) the aggregate net debt of the Company as of the close of business on the day immediately preceding the closing date of the merger.

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Goodwill

The estimates and assumptions used in our impairment analysis vary between our reporting units depending on the facts and circumstances specific to each unit. We believe that the estimates and assumptions we made are reasonable, but they are susceptible to change from period to period. Actual results of operations, cash flows and other factors will likely differ from the estimates used in our valuation, and it is possible that differences and changes could be material. A deterioration in profitability, adverse market conditions and a slower or weaker economic recovery than currently estimated by management could have a significant impact on the estimated fair value of our reporting units and could result in an impairment charge in the future.

On April 1, 2011 we filed a notice of late filing on Form 12b-25 with the SEC, which estimated an impairment charge between $15,000 and $25,000 as of December 31, 2010. Subsequent to such filing we finalized our conclusion on the appropriate discount rate to be incorporated into our impairment model and concluded that we did not have an impairment as of December 31, 2010.

We have performed a sensitivity analysis to detail the impact that changes in assumptions may have on the outcome of the impairment test. Our sensitivity analysis provides a range of potential impairment for each reporting unit, where the starting point of the range is our selected discount rate for the 2010 annual impairment test and increases the discount rate in increments of 1.0% until the rate of 15.5,%, which was the discount rate used in our 2009 annual impairment test.

The following table reflects our sensitivity analysis.

	Network Radio	Goodwill Related to Discontinued Operations	Total
Discount rate
10%	—	—	—
11%	—	—	—
12%	—	1,292	1,292
13%	—	8,193	8,193
14%	1,932	13,821	15,753
15.5%	8,211	20,466	28,677

Pro Forma Information 2009 and 2008

The following unaudited pro forma condensed financial information has been prepared to give effect to the Refinancing, as if the Refinancing had been completed on the first day of the earliest period presented. As a result of the Refinancing, a change in control occurred, which required us to account for the change of control with a revaluation of our balance sheet to a fair-value basis from a historical cost basis.

The actual results reported in periods following the Refinancing may differ significantly from those reflected in these pro forma financial statements for a number of reasons, including, but not limited to, differences between the assumptions used to prepare these pro forma financial statements and actual amounts. In addition, no adjustments have been made for non-recurring items related to the Refinancing. As a result, this pro forma information does not purport to be indicative of what the financial condition or results of operations would have been had the Refinancing been completed on the first day of the earliest period presented. These pro forma financial statements are based upon historical financial statements and do not purport to project the future financial condition and results of operations after giving affect to the Refinancing.

The pro forma adjustments described below have been developed based on assumptions and adjustments, including assumptions relating to the purchase price and the allocation thereof to the assets acquired and liabilities assumed based on preliminary estimates of fair value.

The following unaudited pro forma condensed financial information for the twelve months ended December 31, 2009 and 2008 should be read in conjunction with, and is qualified by reference to, our consolidated income statements for the period from April 24, 2009 to December 31, 2009, the period from January 1, 2009 to April 23, 2009 and the year ended December 31, 2008.

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	Pro Forma For the Twelve Months Ended December 31, 2009
	For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Pro Forma Adjustments				Pro Forma
Revenue	$	119,851		$	63,996		$	—			$	183,847
Operating costs	111,621			65,197			—				176,818
Depreciation and amortization	6,128			1,105			(859		)	(A)	6,374
Corporate general and administrative expenses	9,822			4,092			—				13,914
Restructuring charges	507			1,057			—				1,564
Special charges	3,033			12,699			—				15,732
Total expenses	131,111			84,150			(859		)		214,402
Operating (loss) income	(11,260		)	(20,154		)	859				(30,555		)
Interest expense	2,726			1,331			225			(B)	4,282
Other expense (income)	(5		)	(295		)	—				(300		)
Loss from continuing operations before income tax	(13,981		)	(21,190		)	634				(34,537		)
Income tax benefit from continuing operations	(10,431		)	(5,985		)	296			(C)	(16,120		)
Net loss from continuing operations	$	(3,550	)	$	(15,205	)	$	338			$	(18,417	)

	Pro Forma For the Twelve Months Ended December 31, 2008
	Historical			Pro Forma Adjustments				Pro Forma
Revenue	$	209,532		$	—			$	209,532
Operating costs	196,615			—				196,615
Depreciation and amortization	4,932			2,829			(A)	7,761
Corporate general and administrative expenses	15,001			—				15,001
Goodwill impairment	126,423			—				126,423
Restructuring charges	10,590			—				10,590
Special charges	11,624			—				11,624
Total expenses	365,185			2,829				368,014
Operating (loss) income	(155,653		)	(2,829		)		(158,482		)
Interest expense	10,633			160			(B)	10,793
Other expense (income)	(208		)	—				(208		)
Loss from continuing operations before income tax	(166,078		)	(2,989		)		(169,067		)
Income tax benefit from continuing operations	(43,149		)	26,952			(C)	(16,197		)
Net loss from continuing operations	$	(122,929	)	$	(29,941	)		$	(152,870	)

Notes to the Unaudited Pro Forma Adjustments

The Unaudited Pro Forma Statements of Operations for the years ended December 31, 2008 and 2009 reflect the Refinancing and the resultant acquisition accounting and gives effect to these events as if each had occurred on January 1, 2008:

Note A - In accordance with authoritative guidance, which is applicable to the Refinancing and the change of control, we have revalued our goodwill and intangibles using our best estimate of current fair value. The value assigned to goodwill and indefinite lived intangible assets is not amortized to expense and the majority is not expected to be tax deductible. Our client contracts are typically exclusive agreements with our partners and/or talent to provide programming and content over a specified period of time. The values assigned to definite lived assets are amortized over their estimated useful life.

Also, in accordance with authoritative guidance, we have identified property and equipment which we valued using our best estimate of current fair value. Accordingly, an asset for property and equipment of $4,837 has been recorded to reflect the estimated

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fair value of the property and equipment and such amount is being depreciated to expense over the remaining lives of the assets.

The following table summarizes the pro forma charges for amortization and depreciation expense for the twelve months ended December 31, 2009 and 2008.

	Pro Forma Changes for Long-Lived Assets
	For the Twelve Months ended December 31, 2009
Intangibles	Estimated life	Opening Balance		Amortization			Ending Balance
Trademarks	Indefinite	$	11,200	$	—		$	11,200
Affiliate relationships	10 years	9,180		1,020			8,160
Software and technology	5 years	1,280		320			960
Client contracts	5 years	7,144		1,786			5,358
Insertion orders	9 months	—		—			—
Subtotal—Intangible Assets		28,804		3,126			25,678
Property and equipment	Various lives	4,837		290			4,547
Subtotal— Assets		33,641		3,416			30,225
Amortization expense				4,275
				$	(859	)

	Pro Forma Changes for Long-Lived Assets
	For the Twelve Months ended December 31, 2008
Intangibles	Estimated life	Opening Balance		Amortization		Ending Balance
Trademarks	Indefinite	$	11,200	$	—	$	11,200
Affiliate relationships	10 years	10,200		1,020		9,180
Software and technology	5 years	1,600		320		1,280
Client contracts	5 years	8,930		1,786		7,144
Insertion orders	9 months	1,700		1,700		—
Subtotal—Intangible Assets		33,630		4,826		28,804
Property and equipment	Various lives	5,192		355		4,837
Subtotal— Assets		38,822		5,181		33,641
Amortization expense				2,352
				$	2,829

Amortization of the new intangibles for affiliate relationships, software and technology and insertion orders and the property and equipment was reflected in these tables.

Note B - For the time periods shown, the Senior Notes bore interest at 15% per annum, payable 10% in cash and 5% in-kind (PIK interest). Interest expense was adjusted to reflect the new debt of $117,500 and new interest rate of 15% on such indebtedness. The PIK interest is added to the principal quarterly but will not be payable until maturity. The debt has been recorded for the pro forma financial statements at face value, which is our best estimate of fair value.

	Pro Forma Changes Interest For the Twelve Months Ended December 31,
	2009		2008
Interest expense on new debt	$	20,329	$	17,958
Interest expense on indebtedness prior to refinancing	17,928		16,241
Incremental interest expense adjustment	$	2,401	$	1,717
Incremental interest expense not allocated to discontinued operations	$	225	$	160

17

Note C - Taxes were calculated on the new pro forma (loss) amount using the effective rate for each applicable period.

	Pro Forma Changes - Taxes
	December 31, 2009		December 31, 2008
Pretax loss	(35,171	)	(166,078	)
Tax benefit	(16,416	)	(43,149	)
Effective rate	46.7	%	26.0	%
Non-deductible portion of goodwill impairment	—	%	12.0	%
Normalized effective tax rate	46.7	%	38.0	%
Pro forma pretax loss	(34,537	)	(169,067	)
Adjustment for goodwill impairment	—		126,423
Adjusted pro forma pretax loss	—		(42,644	)
Proforma tax benefit	(16,120	)	(16,197	)

Investments

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. This agreement was extended to December 31, 2011 on December 31, 2010. 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, 2010 was de minimis. Pursuant to the terms of a 2006 recapitalization of POP Radio, if and when one of the other partners elects to exercise warrants it received in connection with the transaction, our limited partnership interest in POP Radio will decrease from 20% to 6%. As of December 31, 2010, these warrants were outstanding.

Investments Related to Discontinued Operations

Jaytu (d/b/a Sigalert)

On December 31, 2009, we purchased Jaytu for $2,500, which consisted of a cash payment of $1,250 and 232,277 shares of our common stock valued at $5.38 per share (or approximately $1,250). For accounting purposes, the 232,277 shares of our common stock were recorded at a fair value of $1,045 (based on a per share price of $4.50). Under the purchase agreement, members of Jaytu could earn up to an additional $1,500 in cash upon the delivery and acceptance of certain traffic products in accordance with certain specifications mutually agreed upon by the parties, including commercial acceptance and/or first usage of the products by our discontinued operation's television affiliates. As of December 31, 2010, $1,063 of the potential additional payments of $1,500 had been earned and $250 had been paid to the members of Jaytu. The remaining $437 of these potential payments could still be earned by members of Jaytu in the future if the previously agreed specifications are met. The assets purchased are software and technology assets included in non-current assets discontinued operations. The operations and assets of Jaytu (d/b/a Sigalert) are included in discontinued operations.

TrafficLand

On December 22, 2008, Metro Traffic Networks Communications, Inc. and TrafficLand entered into a License and Services Agreement (the “TrafficLand License 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. (then parent of Metro Traffic Networks Communications, Inc.), TLAC, Inc. (a wholly-owned subsidiary of Westwood One) 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 had previously negotiated and placed into escrow. We ultimately chose not to exercise the option to purchase TrafficLand, and accordingly the Option Agreement and Merger Agreement were terminated. In early 2011, we paid $300 to maintain our exclusive license to market and distribute TrafficLand services and products through December 31, 2011.

18

GTN

On March 29, 2006, our cost method investment in The Australia Traffic Network Pty Limited 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 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) expense in the Consolidated Statement of Operations.

Contractual Obligations and Commitments

The following table lists our future contractual obligations and commitments related to our continuing operations as of December 31, 2010:

	Payments due by Period
Contractual Obligations (1)	Total		<1 year		1 - 3 years		3 - 5 years		>5 years
Debt (2)	$	193,060	$	12,781	$	180,279	—		—
Broadcast and news rights	626,866		110,540		172,897		149,640		193,789
Operating leases	26,919		2,870		5,677		6,070		12,302
Building financing (3)	9,396		906		1,909		2,045		4,536
Capital lease obligations	640		640		—		—		—
Other long-term obligations	17,940		9,978		7,629		333		—
Total contractual obligations	$	874,821	$	137,715	$	368,391	$	158,088	$	210,627

(1) The above table excludes uncertain tax positions reserves of $6,505 and deferred tax liabilities of $36,174 as the future cash flows are uncertain as of December 31, 2010.

(2) Includes the estimated net interest and amendment fee payments on fixed and variable rate debt and payments of accumulated PIK. Estimated interest payments on floating rate instruments are computed using our interest rate as of December 31, 2010, and borrowings outstanding are assumed to remain at current levels.

(3) Includes payments related to the financing of our Culver City properties.

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

Included in broadcast and news rights enumerated in the table above, are various contractual agreements to pay for broadcast rights and news service rights, including $409,223 of payments due under the CBS arrangement ($76,278 within 1 year; $120,766 1-3 years; $128,140 3-5 years; and, $84,039 beyond 5 years). As discussed in more detail below, on October 2, 2007, we entered into a long-term distribution arrangement with CBS Radio which closed on March 3, 2008. Included in other long-term obligations enumerated in the table above, are various contractual agreements to pay for talent and market ratings research.

The following table lists future contractual obligations and commitments related to our discontinued operations as of December 31, 2010:

	Payments due by Period
Contractual obligations	Total		<1 year		1 - 3 years		3 - 5 years		>5 years
Broadcast and news rights	$	14,325	$	5,125	$	9,200	$	—	$	—
Operating leases	27,975		4,829		9,184		6,664		7,298
Other long-term obligations	2,368		2,368		—		—		—
Total contractual obligations	$	44,668	$	12,322	$	18,384	$	6,664	$	7,298

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, impairment of goodwill and indefinite lived intangible assets and other contingencies. We base our estimates

19

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.

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 - Business and Item 1A - Risk Factors in our current report on Form 10-K filed with SEC on April 15, 2011), which would require us to increase or decrease the amount of assets and liabilities and related revenue and expenses recorded from prospective barter transactions.

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 the authoritative guidance, 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. 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.

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. The carrying value of our goodwill at December 31, 2010 is $25,796. In December 2010, as a result of our annual goodwill impairment test, we determined that our goodwill was not impaired. In 2009, we determined that the goodwill in our discontinued operations was impaired and recorded impairment charges totaling $50,401.

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.

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

20

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- Basis of Presentation 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.

Income Taxes - We use the asset and liability method of financial accounting and reporting for income taxes required by the authoritative guidance. Under the authoritative guidance, 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.

We classified interest expense and penalties related to unrecognized tax benefits as income tax expense in accordance with the authoritative guidance which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements 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 allowed us to carryback net operating losses through 2009. Also, we have taxable temporary differences that can be used as a source of income in the future. As such, no valuation allowance was recorded during the years ended December 31, 2010 or 2009. We will continue to assess the need for a valuation allowance at each future reporting period.

Recent Accounting Pronouncements Affecting Future Results

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. It also requires the presentation of purchases, sales, issuances and settlements within Level 3 of the fair value hierarchy on a gross basis rather than a net basis. The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. Our disclosures about fair value measurements are presented in Note 9 - Fair Value Measurements. These new disclosure requirements are effective for the period ending September 30, 2010, except for the requirement concerning gross presentation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. Our adoption of the new guidance did not have a material impact on our consolidated financial position or results of operations.

In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force) (“ASU 2010-29”). ASU 2010-29 changes the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under ASC Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for business combinations with acquisition dates on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. Our adoption of the new guidance did not have a material impact on our consolidated financial position or results of operations.

21

EX-99.3

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND FINANCIAL STATEMENT SCHEDULE

1. Consolidated Financial Statements	Page
Reports of Independent Registered Public Accounting Firm	2
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Cash Flows	6
Consolidated Statements of Stockholders' (Deficit) Equity	8
Notes to Consolidated Financial Statements	9
2.Financial Statement Schedule:
II. Valuation and Qualifying Accounts	II-1

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 Stockholders and Board of Directors of Westwood One, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows and of stockholders' (deficit) equity present fairly, in all material respects, the financial position of Westwood One, Inc. and its subsidiaries(Successor Company) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the year ended December 31, 2010 and the period from April 24, 2009 through December 31, 2009 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. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and on the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

/S/ PricewaterhouseCoopers LLP

New York, New York

April 15, 2011 except for the effects of the

discontinued operation discussed in Note 3 and

subsequent events in Note 20 to the consolidated

financial statements, as to which the date is

September 6, 2011

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Westwood One, Inc.:

In our opinion, the accompanying consolidated statements of operations, of cash flows and of stockholders' (deficit) equity present fairly, in all material respects, the results of operations and cash flows of Westwood One, Inc. and its subsidiaries(Predecessor Company) for the period from January 1, 2009 to April 23, 2009 and for the year 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. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and on the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

/S/ PricewaterhouseCoopers LLP

New York, New York    

March 31, 2010 except for the effects of the

discontinued operation discussed in Note 3

and subsequent events in Note 20 to the

consolidated financial statements, as to

which the date is September 6, 2011

F-3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

WESTWOOD ONE, INC.

CONSOLIDATED BALANCE SHEET

(In thousands, except per share amounts)

	December 31, 2010 (1)			December 31, 2009 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	2,938		$	4,824
Accounts receivable, net of allowance for doubtful accounts of $143 (2010) and $2,220 (2009)	49,672			44,666
Federal income tax receivable	—			12,355
Prepaid and other assets	16,583			14,940
Current assets discontinued operations	48,723			48,956
Total current assets	117,916			125,741
Property and equipment, net	23,502			20,978
Intangible assets, net	26,262			29,586
Goodwill	25,796			25,912
Other assets	1,642			2,852
Non-current assets discontinued operations	93,156			102,249
TOTAL ASSETS	$	288,274		$	307,318
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	33,957		$	27,500
Amounts payable to related parties	859			129
Accrued and other current liabilities	20,148			15,103
Current liabilities discontinued operations	32,357			29,377
Current maturity of long-term debt	—			13,500
Total current liabilities	87,321			85,609
Long-term debt	136,407			122,262
Deferred tax liability	24,188			34,114
Due to Gores	10,222			11,165
Other liabilities	15,951			12,018
Non-current liabilities discontinued operations	20,177			24,166
TOTAL LIABILITIES	294,266			289,334
Commitments and Contingencies	—			—
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.01 par value: authorized: 5,000,000 shares issued and outstanding: 21,314 (2010) and 20,544 (2009)	213			205
Class B stock, $.01 par value: authorized: 3,000 shares; issued and outstanding: 0	—			—
Additional paid-in capital	88,652			81,268
Net unrealized gain	—			111
Accumulated deficit	(94,857		)	(63,600		)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(5,992		)	17,984
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	288,274		$	307,318

(1) Certain amounts for all periods presented have been recast to present the Metro Traffic businesses as discontinued operations.

See accompanying notes to consolidated financial statements

F-4

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share amounts)

	Successor Company (1)						Predecessor Company (1)
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Year Ended December 31, 2008
Revenue	$	196,986		$	119,851		$	63,996		$	209,532
Operating costs	187,053			111,621			65,197			196,615
Depreciation and amortization	5,943			6,128			1,105			4,932
Corporate general and administrative expenses	11,076			9,822			4,092			15,001
Goodwill impairment	—			—			—			126,423
Restructuring charges	269			507			1,057			10,590
Special charges	5,448			3,033			12,699			11,624
Total expenses	209,789			131,111			84,150			365,185
Operating loss	(12,803		)	(11,260		)	(20,154		)	(155,653		)
Interest expense	7,624			2,726			1,331			10,633
Other (income) expense	1,688			(5		)	(295		)	(208		)
Loss from continuing operations before income tax	(22,115		)	(13,981		)	(21,190		)	(166,078		)
Income tax benefit from continuing operations	(7,922		)	(10,431		)	(5,985		)	(43,149		)
Net loss from continuing operations	(14,193		)	(3,550		)	(15,205		)	(122,929		)
Net loss from discontinued operations, net of income taxes	(17,064		)	(60,050		)	(3,756		)	(304,634		)
Net loss	$	(31,257	)	$	(63,600	)	$	(18,961	)	$	(427,563	)
Net loss continuing operations attributable to common stockholders	$	(14,193	)	$	(85,098	)	$	(18,281	)	$	(126,010	)
Net loss attributable to common stockholders	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Basic and Diluted Loss per share:
Common Stock
Continuing operations	$	(0.68	)	$	(6.89	)	$	(36.20	)	$	(257.12	)
Discontinued operations	$	(0.82	)	$	(4.86	)	$	(7.44	)	$	(621.61	)
Net income (loss)	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Class B Stock
Continuing operations				$	—		$	—		$	—
Discontinued operations				$	—		$	—		$	—
Net income (loss)				$	—		$	—		$	—
Weighted average shares outstanding: basic and diluted
Common Stock	20,833			12,351			505			490
Class B Stock				—			1			1

(1) Certain amounts for all periods presented have been recast to present the Metro Traffic businesses as discontinued operations.

See accompanying notes to consolidated financial statements

F-5

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

	Successor Company						Predecessor Company
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Year Ended December 31, 2008
Cash Flows from Operating Activities:
Net loss	$	(31,257	)	$	(63,600	)	$	(18,961	)	$	(427,563	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	18,243			21,474			2,584			11,052
Goodwill and intangible asset impairment	—			50,501			—			430,126
Deferred taxes	(17,458		)	(25,038		)	(6,873		)	(13,907		)
Paid-in-kind interest	5,734			4,427			—			—
Non-cash equity-based compensation	3,559			3,310			2,110			5,443
Change in fair value of derivative liability	1,538			—			—			—
TrafficLand write-downs	321			1,852			—			—
Loss on disposal of property and equipment	258			—			188			1,257
Gain on sale of marketable securities	(98		)	—			—			(12,420		)
Amortization of deferred financing costs	23			—			331			1,674
Changes in assets and liabilities, net of effect of business combination:
(Increase) decrease in accounts receivable	(8,989		)	(3,608		)	10,313			13,998
Decrease (increase) in prepaid and other assets	2,947			(4,394		)	3,187			(2,515		)
Decrease in Federal income tax receivable	12,940			—			—			—
Increase (decrease) in deferred revenue	3,054			749			536			(3,418		)
Increase (decrease) in income taxes payable	—			180			28			(7,246		)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	16,591			(4,142		)	2,861			13,736
Increase (decrease) in income amounts payable to related parties	730			(5,853		)	2,919			(8,179		)
Net change in other assets and liabilities	27,273			(17,068		)	19,844			6,376
Net cash provided by (used in) operating activities	8,136			(24,142		)	(777		)	2,038
Cash Flows from Investing Activities:
Capital expenditures	(8,843		)	(5,184		)	(1,384		)	(7,313		)
Proceeds from sale of marketable securities	886			—			—			12,741
Acquisition of business	—			(1,250		)	—			—
Net cash (used in) provided by investing activities	(7,957		)	(6,434		)	(1,384		)	5,428
Cash Flows from Financing Activities:
Proceeds from Revolving Credit Facility	10,000			16,000			—			—
Repayment of Revolving Credit Facility	—			(11,000		)	—			—
Repayments of Senior Notes	(16,032		)	—			—			—
Issuance of common stock to Gores	5,000			—			—			22,760
Payments of finance and capital lease obligations	(1,033		)	(603		)	(271		)	(737		)
Debt repayments	—			(25,000		)	—			(104,000		)
Issuance of Series B Convertible Preferred Stock	—			25,000			—			—
Proceeds from term loan	—			20,000			—			—
Proceeds from building financing	—			6,998			—			—
Issuance of Series A Convertible Preferred Stock and warrants	—			—			—			74,168
Termination of interest swap agreements	—			—			—			2,150

F-6

Deferred financing costs	—			—			—			(1,557		)
Net cash (used in) provided by financing activities	(2,065		)	31,395			(271		)	(7,216		)
Net increase (decrease) in cash and cash equivalents	(1,886		)	819			(2,432		)	250
Cash and cash equivalents, beginning of period	4,824			4,005			6,437			6,187
Cash and cash equivalents, end of period	$	2,938		$	4,824		$	4,005		$	6,437
Supplemental Schedule of Cash Flow Information:
Cash paid during the period for:
Interest	15,064			12,960			—			10,146
Other income taxes (refunded) paid, net	(15,503		)	—			—			10,179
Non-cash financing activities
Fair value of derivative liability	442			—			—			—
Cancellation of long-term debt	—			—			252,060			—
Issuance of new long-term debt	—			117,500			—			—
Preferred stock - conversion to common stock	—			(81,551		)	—			—
Issuance of common stock for asset acquisition	—			1,045			—			—
Class B - conversion to common stock	—			(3		)	—			—

See accompanying notes to consolidated financial statements

F-7

WESTWOOD ONE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

Predecessor Company
									Additional Paid-in-Capital			(Accum- ulated Deficit)			Unrealized Gain (loss) on Available for Sale Securities			Total Stock- holders' (Deficit) Equity			Compre- hensive Income(Loss)
	Common Stock			Class B Stock
	Shares	Amount		Shares		Amount
Balance as of January 1, 2008	87,105	872		292		3			290,786			(69,985		)	5,955			227,631
Net loss	—	—		—		—			—			(427,563		)	—			(427,563		)	$	(427,563	)
Comprehensive loss	—	—		—		—			—			—			(5,688		)	(5,688		)	(5,688		)
Equity based compensation	—	—		—		—			5,443			—			—			5,443			—
Loss on issuance of 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			—
Tax related to 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	)
Net loss	—	—		—		—			—			(18,961		)	—			(18,961		)	$	(18,961	)
Comprehensive income	—	—		—		—			—			—			219			219			219
Equity based compensation	—	—		—		—			2,110			—			—			2,110			—
Loss on issuance of common stock under equity-based compensation plans	777	7		—		—			(939		)	—			—			(932		)	—
Preferred stock accretion	—	—		—		—			(6,157		)	—			—			(6,157		)	—
Tax related to cancellations of vested equity grants	—	—		—		—			(890		)	—			—			(890		)	—
Balance as of April 23, 2009	102,030	$	1,020	292		$	3		$	287,244		$	(516,509	)	$	486		$	(227,756	)	$	(18,742	)
Successor Company
Revalued Capital	510	$	5	292		$	3		$	2,256		—			—			$	2,264
Net loss	—	—		—		—			—			(63,600		)	—			(63,600		)	$	(63,600	)
Comprehensive income	—	—		—		—			—			—			111			111			111
Equity based compensation	—	—		—		—			3,310			—			—			3,310			—
Issuance common stock for acquisition	232	2		—		—			1,043			—			—			1,045			—
Loss on issuance of common stock under equity-based compensation plans	2	—		—		—			(219		)	—			—			(219		)	—
Class B conversion	1	—		(292	)	(3		)	—			—			—			(3		)	—
Preferred stock conversion	19,799	198		—		—			81,353			—			—			81,551			—
Preferred stock accretion	—	—		—		—			(4,661		)	—			—			(4,661		)	—
Tax related to cancellations of vested equity grants	—	—		—		—			(1,814		)	—			—			(1,814		)	—
Beneficial conversion feature	—	—		—		—			76,887			—			—			76,887			—
Beneficial conversion feature accretion	—	—		—		—			(76,887		)	—			—			(76,887		)	—
Balance as of December 31, 2009	20,544	$	205	—		—			$	81,268		$	(63,600	)	$	111		$	17,984		$	(63,489	)
Net loss	—	—		—		—			—			(31,257		)	—			(31,257		)	$	(31,257	)
Comprehensive loss	—	—		—		—			—			—			(111		)	(111		)	(111		)
Equity based compensation	—	—		—		—			3,559			—			—			3,559			—
Issuance of common stock to Gores	770	8		—		—			4,992			—			—			5,000			—
Gores $10,000 equity commitment (see Note 9)	—	—		—		—			442			—			—			442			—
Loss on issuance of common stock under equity-based compensation plans	—	—		—		—			(459		)	—			—			(459		)	—
Tax related to cancellations of vested equity grants	—	—		—		—			(1,150		)	—			—			(1,150		)	—
Balance as of December 31, 2010	21,314	$	213	—		—			$	88,652		$	(94,857	)	—			$	(5,992	)	$	(31,368	)

See accompanying notes to consolidated financial statements

F-8

WESTWOOD ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

Note 1 - Basis of Presentation

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 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, 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 approximately 3,700 radio stations in the U.S. We exchange our content with radio stations for commercial airtime, which we then sell to local, regional and national advertisers.

Discontinued Operations

On April 29, 2011, we entered into a Stock Purchase Agreement with Clear Channel, pursuant to which we sold all of the outstanding capital stock of our subsidiaries that collectively comprised our Metro Traffic business (referred to herein as the “Metro Sale Transaction”), see Note 3 - Discontinued Operations for additional information with respect to this transaction. In accordance with accounting principles addressing the accounting for the impairment or disposal of long-lived assets, the Metro Traffic business is presented as a discontinued operation in the Consolidated Balance Sheets, Consolidated Statements of Operations and the Notes to Consolidated Financial Statements herein for all periods presented.

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 stockholders on February 12, 2008 and closed on March 3, 2008. On such date, the Management Agreement terminated. See Note 4 - Related Party Transactions for additional information with respect to the new arrangement.

At December 31, 2010, our principal sources of liquidity were our cash and cash equivalents of $2,938 and $3,781 available to us under our revolving credit facility as described in Note 9 - Debt, which total $6,719 as of the date hereof.

On April 12, 2011, we entered into an amendment to our debt agreements with our lenders because our projections indicated that we would likely not attain sufficient Adjusted EBITDA (as defined in our lender agreements) to comply with our then existing debt leverage covenants in certain fiscal quarters of 2011. As a result of negotiations with our lenders, we entered into a waiver and fourth amendment to the Securities Purchase Agreement which resulted in our previously existing maximum senior leverage ratios (expressed as the principal amount of Senior Notes over our Adjusted EBITDA (as defined in our lender agreements and also set forth below) measured on a trailing, four-quarter basis) of 11.25, 11.0 and 10.0 times for the first three quarters of 2011 being replaced by a covenant waiver for the first quarter and minimum last twelve months (“LTM”) EBITDA thresholds of $4,000 and $7,000, respectively, for the second and third quarters of 2011. Debt leverage covenants for the last quarter of 2011 and the first two quarters in 2012 (the Senior Notes mature on October 15, 2012) remain unchanged. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to reflect a change to minimum LTM EBITDA thresholds and maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the minimum LTM EBITDA thresholds of $4,000 and $7,000 for the second and third quarters of 2011 in the Securities Purchase Agreement (applicable to the Senior Notes) are $3,400 and $5,950, respectively, in the Credit Agreement (governing the Senior Credit Facility). In connection with this amendment, Gores agreed to fully subordinate the Senior Notes it holds (approximately $10,222 which is listed under “due to Gores”) to the Senior Notes held by the non-Gores holders, including in connection with any future pay down of Senior Notes from the proceeds of any asset sale, a 5% leverage fee will be imposed effective October 1, 2011 and we agreed to report the status of any merger and acquisition discussions/activity on a bi-weekly basis. Notwithstanding the foregoing, if at any time, we provide satisfactory documentation to our lenders that our debt leverage ratio for any LTM period complies with the following debt covenant levels for the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50, and provided more than 50% of the outstanding amount of non-Gores Senior Notes (i.e., Senior Notes held by the non-Gores holders) shall have been repaid as of such date, then the 5% leverage fee would be eliminated on a prospective basis. The foregoing levels represent the same covenant levels set forth in the Second Amendment to the Securities Purchase Agreement entered into on March 30, 2010, except that the debt covenant level for June 30, 2011 was 5.50 in the Second Amendment. As part of the waiver and fourth

F-9

amendment, we agreed we would need to comply with a 5.00 covenant level on June 30, 2011, on an LTM basis, for the 5% leverage fee to be eliminated. The 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. The fee shall be payable on the earlier of July 15, 2012 or the date on which the Senior Notes are paid. Accrued and unpaid leverage fee amounts shall be added to the principal amount of the Senior Notes at the end of each calendar quarter (as is the case with PIK interest on the Senior Notes which accretes to the principal amount on a quarterly basis).

If our operating results continue to decline or we do not meet our minimum Adjusted EBITDA thresholds, and we are unable to obtain a waiver to increase our indebtedness and/or successfully raise funds through an issuance of equity, we would lack sufficient liquidity to operate our business in the ordinary course, which would have a material adverse effect on our business, financial condition and results of operations. If we were then unable to meet our debt service and repayment obligations under the Senior Notes or the Senior Credit Facility, we would be in default under the terms of the agreements governing our debt, which if uncured, would allow our creditors at that time to declare all outstanding indebtedness to be due and payable and materially effect our financial condition and liquidity.

Our Senior Credit Facility and Senior Notes mature on October 15, 2012 and if we are unable to refinance or otherwise repay such indebtedness there would be a material and adverse effect on our business continuity and our financial condition.

As described in more detail under Note 3 - Discontinued Operations, in connection with the Metro Sale Transaction, we further amended the terms of our Securities Purchase Agreement and the Credit Agreement, principally to provide for the consent of the lenders to the sale of the Metro Sale Transaction and the release of the liens on the assets sold in the sale. As part of these amendments, our then senior debt leverage covenant was eliminated from both the Securities Purchase Agreement and the Credit Agreement and we paid off all of the Senior Notes held by non-Gores holders from the proceeds of the Metro Sale Transaction. Also as a result of these amendments, certain, but not all, of our non-financial covenants were eliminated or modified. Non-financial covenants that remain in place and apply for purposes of the Senior Notes held by Gores include limitations on non-accretive mergers or acquisitions, limitations on issuing senior debt, limitations on liens, making certain restricted payments and limitations on the sale of assets, except as expressly permitted by the terms of the credit agreements. After the Metro Sale Transaction, on May 11, 2011, we entered into a sixth amendment to our Securities Purchase Agreement for the sole purpose of incorporating an inadvertent omission from the fifth amendment and eliminated the minimum LTM EBITDA thresholds applicable to the second and third quarters of 2011 that were negotiated with the non-Gores noteholders prior to the paydown of 100 percent of their Senior Notes as part of the Metro Sale Transaction.

In addition, cash flow from operations is a principal source of funds. We have experienced significant operating losses since 2005 as a result of increased competition in our local and regional markets, reductions in national audience levels, and reductions in our local and regional sales force and more recently which has in the past been negatively affected by lower commercial clearance, a decline in our sales force and reductions in national audience levels across the industry and locally at our affiliated stations, and more recently by higher programming fees and station compensation costs. Also, in 2010 and 2009 our operating income has been affected by the economic downturn in the United States and reduction in the overall advertising market. As described in more detail above, as a result of our waiver and fourth amendment to our debt agreements entered into on April 12, 2011 and based on our 2011 projections, which we believe use reasonable assumptions regarding the current economic environment, we estimate that cash flows from operations will be sufficient to fund our cash requirements, including scheduled interest and required principal payments on our outstanding indebtedness, projected working capital needs, and provide us sufficient Adjusted EBITDA (as defined in our lender agreements) to comply with our amended debt covenants for at least the next 12 months.

If our operating income continues to decline, we cannot provide assurances that there will be sufficient liquidity available to us to invest in our business or Adjusted EBITDA to comply with our amended debt covenants.

Refinancing

On April 23, 2009, we completed a refinancing of substantially all of our outstanding long-term indebtedness (approximately $241,000 in principal amount) and a recapitalization of our equity (the “Refinancing”). As part of the Refinancing we entered into a Purchase Agreement (the “Purchase Agreement”) with Gores Radio Holdings, LLC (currently our ultimate parent) (together with certain related entities “Gores”). In exchange for the then outstanding shares of Series A Preferred Stock held by Gores, we issued 75 shares of 7.50% Series A-1 Convertible Preferred Stock, par value $0.01 per share (the “Series A-1 Preferred Stock”). In addition Gores purchased 25 shares of 8.0% Series B Convertible Preferred Stock (the “Series B Preferred Stock” and together with the Series A-1 Preferred Stock, the “Preferred Stock”), for an aggregate purchase price of $25,000.

Additionally and simultaneously, we entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with: (1) holders of our then outstanding senior notes (“Old Notes”) both series of which were issued under the Note Purchase Agreement,

F-10

dated as of December 3, 2002 and (2) lenders under the Credit Agreement, dated as of March 3, 2004 (the “Old Credit Agreement”). Gores purchased at a discount approximately $22,600 in principal amount of our then existing debt held by debt holders who did not wish to participate in the Senior Notes, which upon completion of the Refinancing was exchanged for $10,797 of the Senior Notes. We also entered into a senior credit facility pursuant to which we have a $15,000 revolving credit facility on a senior unsecured basis and a $20,000 unsecured non-amortizing term loan (collectively, the “Senior Credit Facility”), which obligations are subordinated to the Senior Notes. Gores also agreed to guarantee our Senior Credit Facility and payments due to the NFL for the license and broadcast rights to certain NFL games and NFL-related programming through the 2010-11 season. Gores holds $10,222 (including paid in kind interest (“PIK”)) of the Senior Notes shown in the line item Due to Gores on our balance sheet. Pursuant to the Securities Purchase Agreement, in consideration for releasing all of their respective claims under the Old Notes and the Old Credit Agreement, the participating debt holders collectively received in exchange for their outstanding debt: (1) $117,500 of new senior secured notes maturing October 15, 2012 (the “Senior Notes”); (2) 34,962 shares of Series B Preferred Stock, and (3) a one-time cash payment of $25,000.

At the time of the Refinancing, Gores acquired approximately 75.1% of our then outstanding equity (in preferred and common stock) and our then existing lenders acquired approximately 22.7% of our then outstanding equity (in preferred and common stock). We have considered the ownership held by Gores and our existing debt holders as a collaborative group in accordance with the authoritative guidance. As a result, we have followed the acquisition method of accounting, as required by the authoritative guidance, and have applied the Securities and Exchange Commission (“SEC”) rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements and transactional records prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such records subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the new fair values in our financial statements. This is presented in our consolidated financial statements by a vertical black line division which appears between the columns entitled Predecessor Company and Successor Company on the statements and relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Refinancing are not comparable.

Based on the complex structure of the Refinancing, a valuation was performed to determine the acquisition price using the Income Approach employing a Discounted Cash Flow (“DCF”) methodology. The DCF method explicitly recognizes that the value of a business enterprise is equal to the present value of the cash flows that are expected to be available for distribution to the equity and/or debt holders of a company. In the valuation of a business enterprise, indications of value are developed by discounting future net cash flows available for distribution to their present worth at a rate that reflects both the current return requirements of the market and the risk inherent in the specific investment.

We used a multi-year DCF model to derive a Total Invested Capital value which was adjusted for cash, non-operating assets and any negative net working capital to calculate a Business Enterprise Value which was then used to value our equity. In connection with the Income Approach portion of this exercise, we made the following assumptions: (1) the discount rate was based on an average of a range of scenarios with rates between 15% and 16%; (2) management's estimates of future performance of our operations; and (3) a terminal growth rate of 2%. The discount rate and market growth rate reflect the risks associated with the general economic pressure impacting both the economy in general and more specifically and substantially the advertising industry. All costs and professional fees incurred as part of the Refinancing costs totaling $13,895 have been expensed as special charges in 2009 ($12,699 on and prior to April 23, 2009 for the Predecessor Company and $1,196 on and after April 24, 2009 for the Successor Company).

The allocation of the Business Enterprise Value for all accounts at April 24, 2009 was as follows:

	Continuing Operations			Discontinued Operations		Total
Current assets	$	59,440		$	45,201	$	104,641
Goodwill	25,060			61,354		86,414
Intangibles	33,630			83,280		116,910
Property and equipment	22,108			14,162		36,270
Other assets	3,358			18,555		21,913
Current liabilities	61,294			19,866		81,160
Deferred income taxes	57,879			20,000		77,879
Due to Gores	10,797			—		10,797
Other liabilities	7,362			3,096		10,458
Long-term debt	106,703			—		106,703
Total Business Enterprise Value	$	(100,439	)	$	179,590	$	79,151

F-11

On March 31, 2010, we recorded an adjustment to increase the discontinued operations goodwill related to a correction of our current liabilities as of April 24, 2009. This under accrual of liabilities of $428 was related to the purchase in cash of television advertising airtime that occurred in the Predecessor Company prior to April 24, 2009.

We recorded an adjustment to goodwill in December 2009 related to a correction of our liabilities for uncertain tax provisions for $3,165 as of April 23, 2009. In the 23-day period ended April 23, 2009, we recorded a charge to special charges for insurance expense of $261 which should have been capitalized and expensed through April 30, 2010. The appropriate adjustments, including a reduction to our opening balance of goodwill of $261 at April 24, 2009, were recorded in the period from April 24, 2009 to December 31, 2009. For these adjustments $852 was recorded to goodwill and $2,052 was recorded to non-current assets discontinued operations.

On July 9, 2009, Gores converted 3.5 shares of Series A-1 Convertible Preferred Stock into 103,513 shares of common stock (without taking into account the 200 for 1 reverse stock split that occurred on August 3, 2009 as described in more detail below). Pursuant to the terms of our Certificate of Incorporation, the 292 outstanding shares of our Class B common stock were automatically converted into 292 shares of common stock (without taking into account the 200 for 1 reverse stock split that occurred on August 3, 2009 as described in more detail below) because as a result of such conversion by Gores the voting power of the Class B common stock, as a group, fell below ten percent (10%) of the aggregate voting power of issued and outstanding shares of common stock and Class B common stock.

On August 3, 2009, we held a special meeting of our stockholders to consider and vote upon, among other proposals, amending our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000 to 5,000,000 and to amend the Certificate of Incorporation to effect a 200 for 1 reverse stock split of our outstanding common stock (the “Charter Amendments”). On August 3, 2009, the stockholders approved the Charter Amendments, which resulted in the automatic conversion of all shares of preferred stock into common stock and the cancellation of warrants to purchase 50 shares of common stock issued to Gores as part of their investment in our Series A Preferred Stock. There are no longer any issued and outstanding warrants to purchase our common stock or any shares of our capital stock that have any preference over the common stock with respect to voting, liquidation, dividends or otherwise. Under the Charter Amendments, each of the newly authorized shares of common stock has the same rights and privileges as previously authorized common stock. Adoption of the Charter Amendments did not affect the rights of the holders of our currently outstanding common stock nor did it change the par value of the common stock.

The following unaudited pro forma financial summary for the years ended December 31, 2009 and 2008 gives effect to the Refinancing and the resultant acquisition accounting. The pro forma information does not purport to be indicative of what the financial condition or results of operations would have been had the Refinancing been completed on the applicable dates of the pro forma financial information.

	Unaudited Pro Forma
	Year ended December 31,
	2009			2008
Revenue	$	183,847		$	209,532
Net loss	(78,177		)	(466,010		)

Financial Statement Presentation

The preparation of our financial statements in conformity with the authoritative guidance of the Financial Accounting Standards Board (“FASB”) for generally accepted accounting principles in the United States (“GAAP”) 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, goodwill 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.

Principles of Consolidation

The consolidated financial statements include the accounts of all majority and wholly-owned subsidiaries. All significant intercompany accounts, transactions and balances have been eliminated in consolidation.

F-12

Segment Information

Prior to April 29, 2011, we operated as two segments, Network Radio and Metro Traffic. As noted below in Note 3 - Discontinued Operations, we completed the Metro Traffic Sale effective April 29, 2011; therefore, it is no longer included in continuing operations, and accordingly we operate as one segment. We have classified the Metro Traffic operating results, including the gain on the Metro Sale Transaction, as discontinued operations in the consolidated statement of operations and consolidated balance sheet for all periods presented.

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 Consolidated Balance Sheet.

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, 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.

Equity-Based Compensation

We have equity-based compensation plans, which provide for the grant of stock options, restricted stock and restricted stock units. We recognize the cost of the equity-based awards following accepted authoritative guidance and use the estimated fair value of the awards on the date of grant over their requisite service period. We used the Black-Scholes-Merton option-pricing model to determine the fair value of stock options awards.

Depreciation

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

Buildings 30 years

Leasehold improvements Shorter of economic life or lease term

Recording, broadcasting and studio equipment 3 - 10 years

Furniture, computers, equipment and other 3 - 10 years

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

F-13

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, 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.

Goodwill

Goodwill represents the excess purchase price of an acquisition over the fair values of the net tangible assets and identifiable intangible assets acquired. We test the carrying value of goodwill for impairment at a reporting unit level which is the same as our operating segment, using a two-step approach, at least annually as of December 31 of each year, or more frequently whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In the first step, the fair value of each reporting unit is determined. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit may be impaired. In this case, the second step is to allocate the fair value of the reporting unit to the assets and liabilities of the reporting unit as if it had just been acquired in a business combination, and as if the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. The implied fair value of the reporting unit's goodwill is then compared to the actual carrying value of goodwill. If the implied fair value is less than the carrying value, we would be required to recognize an impairment loss for that excess.

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. 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.

For the year ended December 31, 2008, we determined our goodwill was impaired by $126,423. See Note 6 - Goodwill for additional information regarding the determination of goodwill impairment.

Intangible Assets

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. Upon acquisition, identifiable intangible assets are recorded at fair value. 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.

Impairment of Long-Lived Assets

We evaluate long-lived assets, including identifiable intangible assets with finite lives, whenever a triggering event occurs or changes in circumstances indicate that the carrying amounts of thelowest levelof asset grouping for which identifiable cash flows are independent of other assets may not be recoverable. The initial test for impairment compares the asset carrying amounts with the sum of undiscounted cash flows, the individual assets are impaired proportionately limited to their respective estimated fair values. To determine whether an indefinite lived intangible impairment exists, the carrying value of the asset is compared with its fair value. An impairment loss would be recognized to the extent that the respective carrying value exceeds its fair value. Fair value estimates are based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows, market multiples or appraised valuations.

Income Taxes

We use the asset and liability method of financial accounting and reporting for income taxes. 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. We classified interest expense and penalties related to unrecognized tax benefits as

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income tax expense. With respect to our deferred tax assets, we assess the need for a valuation allowance at each reporting period.

The authoritative guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the 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 the liability to recognize in the financial statements.

Earnings per Share

Basic earnings, or loss, per share is based on the weighted average number of shares of common stock outstanding during each year. Diluted earnings per share are based on the weighted average number of shares of common stock and dilutive securities outstanding during each year. See Note 2 - Earnings Per Share.

Financial Instruments

We may 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 swap agreements as a fair value hedge. In December 2008, we terminated the remaining interest rate swap agreements, 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 was amortized in the Predecessor Company through April 23, 2009.

As part of the amendments to the debt agreements dated August 17, 2010, Gores committed to purchase $10,000 of our common stock on or prior to February 28, 2011. This commitment contained embedded features that have the characteristics of a derivative that is settled in our common stock. Accordingly, pursuant to authoritative guidance, we determined the fair value of the derivative by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date. We estimated the expected volatility of the derivative by using a trailing 30-day weighted average of our common stock's closing share price for the 30 consecutive days ending on the tenth day immediately preceding the date of the stock purchase (the purchase price at which the common stock would be purchased under the Gores agreement). For additional details see Note 9 - Debt and Note 20 - Subsequent Event.

We did not hold derivative financial instruments at any time during the periods ending April 23, 2009 and December 31, 2009.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. It also requires the presentation of purchases, sales, issuances and settlements within Level 3 of the fair value hierarchy on a gross basis rather than a net basis. The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. Our disclosures about fair value measurements are presented in Note 10 - Fair Value Measurements. These new disclosure requirements are effective for the period ending September 30, 2010, except for the requirement concerning gross presentation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. Our adoption of the new guidance did not have a material impact on our consolidated financial position or results of operations.

In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force) (“ASU 2010-29”). ASU 2010-29 changes the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental

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pro forma disclosures under ASC Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for business combinations with acquisition dates on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. Our adoption of the new guidance did not have a material impact on our consolidated financial position or results of operations.

Reclassifications and Revisions

For the year ended December 31, 2009, we understated our income tax receivable asset due to an error in how the deductibility of certain costs for the twelve months ended December 31, 2009 was determined. This resulted in an additional income tax benefit of $650 recorded in the three months ended March 31, 2010 and the twelve months ended December 31, 2010, that should have been recorded in the successor period ended December 31, 2009. We overstated accounts receivable at December 31, 2009 by $250 in connection with our failure to record a billing adjustment as a result of a renegotiated customer contract and understated accrued expenses for certain general and administrative costs incurred by $278 at December 31, 2009. We also understated accrued liabilities at December 31, 2009 by $375 in connection with our failure to record an employment claim settlement related to an employee termination that occurred prior to 2008, but which was probable and estimable as of December 31, 2009. For the year ended December 31, 2009, we understated our current liabilities of discontinued operations for audience deficiency units in error by $919 in connection with recording loss from discontinued operations, which was understated in that period. The Company increased loss from discontinued operations by $919 during 2010 to correct the current liabilities of discontinued operations balance as of December 31, 2010. We have determined that the impact of these adjustments recorded in the first quarter of fiscal 2010 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

We also understated accrued liabilities at December 31, 2009 by $218 in connection with our payroll, but which was probable and estimable as of December 31, 2008. We have determined that the impact of this adjustment recorded in the third quarter of fiscal 2010 was immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

Finally, we understated our program and operating liabilities by $428 in the predecessor period ended April 23, 2009 and have adjusted our opening balance sheet and goodwill accordingly. We have determined that the impact of this adjustment recorded in the first quarter of 2010 was immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

For the nine months ended September 30, 2009 and the years ended December 31, 2008 and 2007, we understated liabilities in error related to uncertain income tax exposures arising in the respective periods. These additional income tax exposures related primarily to deductions taken in state filings for which it is more likely than not that those deductions would not be sustained on their technical merits. The amounts of additional tax expense that should have been recorded were $82 in the successor period (April 24 to December 31, 2009), $68 in the predecessor period (January 1 to April 23, 2009), $1,442 in 2008 and $410 in 2007. In addition in 2007, $1,245 should have been recorded to retained deficit upon adoption of the authoritative guidance on uncertain tax positions. Such charges totaling $3,247 were recorded in the fourth quarter of 2009 as an increase to income tax expense of $82, and an adjustment to the opening goodwill of $1,113 and $2,052 to non-current assets discontinued operations in the Successor Company at April 24, 2009. We have determined that the impact of these adjustments recorded in the fourth quarter of 2009 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

On August 3, 2009 at a special meeting of our stockholders, we effected a 200 for 1 reverse stock split of our common stock. This reverse stock split has been reflected in share data and earnings per share data contained herein for all periods presented, unless otherwise indicated. The par value of the common stock was not affected by the reverse stock split and remains at $0.01 per share.

Certain reclassifications to our previously reported financial information have been made to the financial information that appears in this report to conform to the current period presentation.

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Note 2 - Earnings Per Share

Prior to the Refinancing, we had outstanding two classes of common stock (common stock and Class B stock) and a class of preferred stock (7.5% 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 were convertible into common stock. To the extent declared by our Board of Directors (the “Board”), the common stock was 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 was also entitled to receive such dividends on an as-converted basis if and when declared by the Board.

As part of the Refinancing, we issued Series A-1 Preferred Stock and Series B Preferred Stock. To the extent declared by our Board, the Series A-1 Preferred Stock and Series B Preferred Stock were also entitled to receive such dividends on an as-converted basis. The Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock are considered “participating securities” requiring use of the “two-class” method for the computation of basic net income (loss) per share. Losses were not allocated to the Series A Preferred Stock, Series A-1 Preferred Stock or Series B Preferred Stock in the computation of basic earnings per share (“EPS”) as the Series A Preferred Stock, Series A-1 Preferred Stock and the Series B Preferred Stock were not obligated to share in losses. Diluted earnings per share are computed using the “if-converted” method.

Basic 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 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 reflect 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 share assumes the exercise of stock options using the treasury stock method and the conversion of Class B stock, Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock using the “if-converted” method.

Common equivalent shares are excluded in periods in which they are anti-dilutive. Options, restricted stock, restricted stock units (“RSUs”), warrants (see Note 12 - Equity-Based Compensation) and Series A Preferred Stock were excluded from the Predecessor Company calculations of diluted earnings per share because the conversion price, combined exercise price, unamortized fair value and excess tax benefits were greater than the average market price of our common stock for the periods presented. Options, restricted stock, RSUs, warrants, Series A-1 Preferred Stock and Series B Preferred Stock were excluded from the Successor Company calculations of diluted earnings per share because the conversion price, combined exercise price, unamortized fair value and excess tax benefits were greater than the average market price of our common stock for the periods presented. EPS calculations for all periods reflect the effects of the 200 for 1 reverse stock split.

The conversion of preferred stock that occurred on August 3, 2009 increased the number of shares of common stock issued and outstanding from 206,263 to 4,062,466 on a pre-split basis, which was reduced to 20,312 shares after the 200 for 1 reverse stock split. While such technically resulted in substantial dilution to our common stockholders, the ownership interest of each of our common stockholders did not change substantially after the conversion of the Preferred Stock into common stock as the Preferred Stock that was issued on April 23, 2009 when our Refinancing closed from the time of its issuance participated on an as-converted basis with respect to voting, dividends and other economic rights as the common stock. Effective August 3, 2009, when the Charter Amendments were approved, the warrants issued to Gores on June 19, 2008 were cancelled.

In connection with the Refinancing and the issuance of the preferred shares, we had determined that the preferred shares contained a beneficial conversion feature (“BCF”) that was partially contingent. The BCF was measured as the spread between the effective conversion price and the market price of common stock on the commitment date and then multiplying this spread by the number of conversion shares, as adjusted for the contingent shares. A portion of the BCF had been recognized at issuance and was being amortized using the effective yield method over the period until conversion. The total BCF, which was limited to the carrying value of the preferred stock, was $76,887, prior to conversion and upon conversion resulted in, among other effects, a deemed dividend that was included in the earnings per share calculation.

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	Earnings Per Share
	Successor Company						Predecessor Company
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Year Ended December 31, 2008
Net loss from continuing operations	$	(14,193	)	$	(3,550	)	$	(15,205	)	$	(122,929	)
Loss from discontinued operations, net of income tax	(17,064		)	(60,050		)	(3,756		)	(304,634		)
Net loss	(31,257		)	(63,600		)	(18,961		)	(427,563		)
Less: Accumulated Preferred Stock dividends	—			(81,548		)	(3,076		)	(3,081		)
Undistributed losses	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Earnings -- Common stock
Basic
Undistributed (losses) allocated to Common stockholders	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Total (losses) -- Common stock, basic	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Diluted
Undistributed (losses) allocated to Common stockholders	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Total (losses) -- Common stock, diluted	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Weighted average Common shares outstanding, basic	20,833			12,351			505			490
Weighted average Common shares outstanding, diluted	20,833			12,351			505			490
Loss per Common share, basic
Undistributed (losses) - basic	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Total	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Loss per Common share, diluted
Undistributed (losses) -- diluted	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Total	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Loss per share -- Class B Stock
Total loss -- Class B Stock, basic				$	—		$	—		$	—
Total loss - Class B Stock, diluted				$	—		$	—		$	—
Weighted average Class B    shares outstanding:
Basic				—			1			1
Diluted				—			1			1
Earnings per Class B share, basic				$	—		$	—		$	—
Earnings per Class B share, diluted				$	—		$	—		$	—

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Note 3 - Discontinued Operations

On April 29, 2011, we entered into a Stock Purchase Agreement with Clear Channel, pursuant to which we sold all of the outstanding capital stock of our subsidiaries that collectively comprised our Metro Traffic business (referred to herein as the “Metro Sale Transaction”). Pursuant to the Stock Purchase Agreement, Clear Channel purchased the Metro Traffic business for $25,000 in cash, $5,000 of which was paid into an escrow account to satisfy certain liabilities that is recorded in prepaid and other assets and $750 of which was paid for the settlement of the Triangle litigation (see below). After the consummation of the Metro Sale Transaction, Metro (then owned by Clear Channel) paid to us and our affiliates, and satisfied in full, certain outstanding, pre-closing, inter-company obligations in the amount of $95,000. Generally, for a period of up to six months, the parties will provide to one another certain transition assistance, including with respect to personnel and office facilities. If Clear Channel's half of the certain liabilities noted above is less than $5,000, the difference between $5,000 and 50 percent of the expenses actually incurred by Clear Channel will result in those funds being released from escrow. The Metro Traffic business represented approximately 46% of our revenue for the year ended December 31, 2010. Net proceeds for the Metro Sale Transaction were $115,000 and the gain on the sale was $19,313. In accordance with the terms of the Stock Purchase Agreement, net proceeds of the Metro Sale Transaction will be adjusted based upon the actual net working capital of the Metro Traffic business as of April 28, 2011 compared to the target net working capital amount of $20,000. We have recorded an estimated net working capital adjustment in current liabilities from discontinued operations as of June 30, 2011.

In connection with the Metro Sale Transaction, we entered into separate agreements with our lenders to amend the terms of the Securities Purchase Agreement and the Credit Agreement, in each case, to (1) provide for the consent of the lenders to the Metro Sale Transaction and the release of the liens on the assets sold pursuant to the Stock Purchase Agreement for the Metro Sale Transaction and (2) make other amendments to the Securities Purchase Agreement in order to permit the Metro Sale Transaction thereunder. As part of these amendments, we paid off all of the Senior Notes held by non-Gores holders; accordingly, only the Senior Notes that are Due to Gores remain outstanding as of the date of this report. As part of the amendments, our debt leverage covenant was eliminated and we obtained increased flexibility to make new investments, enter into mergers and dispose of assets and incur additional subordinated debt. On May 11, 2011, we entered into a sixth amendment to our Securities Purchase Agreement for the sole purpose of incorporating an inadvertent omission from the fifth amendment, and eliminated the minimum LTM EBITDA thresholds previously applicable to the second and third quarters of 2011 that were negotiated with the non-Gores noteholders prior to the paydown of 100% of their Senior Notes as part of the Metro Sale Transaction. As described in more detail in Note 1 - Basis of Presentation above, certain non-financial covenants remain in place and are applicable to the Senior Notes held by Gores, which remain outstanding under the terms of the Securities Purchase Agreement.

As part of the second amendment to the Securities Purchase Agreement, we agreed to pay, on the maturity date (or any earlier date on which the Senior Notes become due and payable), to each holder of the Senior Notes a fee equal to 2% of the outstanding principal amount of the Senior Notes held by each noteholder as of such date (all such fees collectively, the “Senior Leverage Amendment Fee”). As a result of the fifth amendment to the Securities Purchase Agreement entered into on April 29, 2011, the Senior Leverage Amendment Fee is now due and payable on the earliest to occur of: (1) July 15, 2012, (2) the date on which the Senior Notes held by Gores are paid in full, surrendered or refinanced and (3) the date on which all of the collateral securing the Senior Notes is released. As described in Note 20 - Subsequent Events, the closing of the proposed merger with Verge (d/b/a Dial Global) would include the refinancing of the Senior Notes held by Gores (the only Senior Notes outstanding) and accordingly if such merger closes, the Senior Leverage Amendment Fee would be due and payable at such time. We may prepay the Senior Leverage Amendment Fee in full at any time prior to such date by paying to each holder of the Senior Notes an amount equal to the Senior Leverage Amendment Fee discounted from July 15, 2012 to the date of such prepayment at a 15% per annum discount rate.

Additionally, as part of the waiver and fourth amendment, the then holders of the Senior Notes and the Company agreed that a 5% leverage fee would be imposed effective October 1, 2011 unless: (1) our debt leverage ratio for any LTM period beginning on June 30, 2011 complied with one of the following debt leverage ratios applicable to the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50 and (2) more than 50% of the outstanding amount of Senior Notes held by the non-Gores holders had been repaid as of such quarterly measurement date. If on September 30, 2011, we do not have a debt leverage ratio below the specified 5.00 level, we will commence accruing the 5% leverage fee on October 1, 2011. In such event, the 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. If the proposed merger with Verge (d/b/a Dial Global) closes in the fourth quarter, as we presently anticipate, the 5% leverage fee would be due for the portion of the fourth quarter prior to closing of the merger (because the fee would begin to accrue for the quarter on October 1, 2011 but cease when the Senior Notes were repaid). The 5% leverage fee would not be applicable at any time after the closing of the merger or for later quarters because in connection with the proposed merger, the Senior Notes presently held by Gores would be refinanced.

The Metro Traffic operations qualified for discontinued operations and accordingly all periods presented herein have been

F-19

retrospectively revised. Additionally, all amounts affected by discontinued operations throughout these financial statements have been adjusted.

The results of the Metro Traffic operations that include an allocation of interest expense related to the debt repaid with proceeds from the Metro Sale Transaction are included in discontinued operations for all periods presented as follows:

	Successor Company						Predecessoe Company
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Year Ended December 31, 2008
Revenue	$	165,560		$	109,009		$	47,478		$	194,884
Operating costs	155,205			99,185			46,112			161,312
Depreciation and amortization	12,300			15,346			1,479			6,120
Corporate general and administrative expenses	2,293			576			427			1,006
Goodwill and other intangible impairment(1)	—			50,501			—			303,703
Restructuring charges	2,630			3,469			2,919			3,510
Special charges	2,368			2,520			120			1,621
Total expenses	174,796			171,597			51,057			477,272
Operating loss	(9,236		)	(62,588		)	(3,579		)	(282,388		)
Interest expense	15,627			12,056			1,891			6,018
Other income(2)	—			—			(64		)	(12,161		)
Loss from discontinued operations before income tax	(24,863		)	(74,644		)	(5,406		)	(276,245		)
Income tax benefit from discontinued operations	(7,799		)	(14,594		)	(1,650		)	28,389
Net loss from discontinued operations	$	(17,064	)	$	(60,050	)	$	(3,756	)	$	(304,634	)

(1) In the period from April 24 to December 31, 2009, we determined that indefinite lived assets in our discontinued operations were impaired and recorded charges totaling $50,501, including $50,401 for goodwill impairment and $100 for trademarks in intangible assets. In 2008, we determined that the goodwill in our discontinued operations was impaired and recorded impairment charges totaling $303,703 ($145,490 in the second quarter and $158,213 in the fourth quarter).

(2) 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, which was included as a component of other expense (income) in discontinued operations.

F-20

The assets and liabilities of Metro Traffic presented in discontinued operations in the consolidated balance sheet as of December 31, 2010 and 2009 were as follows:

	December 31, 2010		December 31, 2009
ASSETS
Current assets:
Accounts receivable, net of allowance for doubtful accounts	$	46,885	$	42,902
Prepaid and other assets (1)	1,838		6,054
Total current assets discontinued operations	48,723		48,956
Property and equipment, net	13,545		15,287
Intangible assets, net	66,225		73,698
Goodwill	13,149		13,121
Other assets	237		143
Total non-current assets discontinued operations	93,156		$	102,249
Total assets discontinued operations	$	141,879	$	151,205
LIABILITIES
Current liabilities:
Accounts payable	$	11,950	$	12,664
Deferred revenue	3,398		3,256
Accrued and other current liabilities (2)	17,009		13,457
Total current liabilities discontinued operations	32,357		29,377
Deferred tax liability	11,986		16,818
Other liabilities (3)	8,191		7,348
Total non-current liabilities discontinued operations	20,177		24,166
Total liabilities discontinued operations	$	52,534	$	53,543

(1) As of June 30, 2011, current assets discontinued operations consist of deferred tax assets which were not assumed by Clear Channel.

(2) As of June 30, 2011, current liabilities discontinued operations consist of estimated net working capital adjustment (as noted above), accrued transaction costs related to the Metro Sale Transaction and accrued liabilities related to closed facilities and certain other current liabilities related to the Metro Traffic segment, which were not assumed by Clear Channel.

(3) As of June 30, 2011, non-current liabilities discontinued operations consist of unrecognized tax benefits and accrued non-current liabilities related to closed facilities related to the Metro Traffic segment, which were not assumed by Clear Channel.

Discontinued Operations - Acquisitions

On December 31, 2009, we closed the acquisition of Jaytu (d/b/a Sigalert), for which the purchase price allocation was primarily to software and technology assets. The purchase price was $2,500, which consisted of a cash payment of $1,250 and the issuance of 232,277 shares of our common stock valued at $5.38 per share (or approximately $1,250). For accounting purposes, the 232,277 shares of our common stock were recorded at a fair value of $1,045 (based on a per share price of $4.50). Under the purchase agreement, members of Jaytu could earn up to an additional $1,500 in cash upon the delivery and acceptance of certain traffic products in accordance with certain specifications mutually agreed upon by the parties, including commercial acceptance and/or first usage of the products by our discontinued operation's television affiliates. As of December 31, 2010, $1,063 of the potential additional payments of $1,500 had been earned and $250 had been paid to the members of Jaytu. The remaining $437 of these potential payments could still be earned by members of Jaytu in the future if the previously agreed specifications are met. The operations and assets of Jaytu (d/b/a Sigalert) are included in discontinued operations.

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 negotiated and placed in escrow. We ultimately chose not to exercise the option to purchase TrafficLand, and accordingly the Option Agreement and Merger Agreement were terminated. In early 2011, we paid $300 to maintain our exclusive license to market and distribute TrafficLand services and products through December 31, 2011.

F-21

Note 4 - Related Party Transactions

Gores Radio Holdings

We have a related party relationship with Gores, our ultimate parent company. In connection with our Refinancing, Gores created a holding company which owns approximately 76.4% of our equity, after giving effect to Gores' purchase of 769 shares of common stock for $5,000 on September 7, 2010 and purchase of 1,186 shares of common stock for $10,000 on February 28, 2011, (see Note 20 - Subsequent Event). Gores also holds $10,222 (including PIK interest) of our Senior Notes because it purchased debt from certain of our former debt holders who did not wish to participate in the issuance of the Senior Notes on April 23, 2009 in connection with our Refinancing. Such debt is classified as Due to Gores on our balance sheet.

We recorded fees related to consultancy and advisory services rendered by, and incurred on behalf of, Gores and Glendon Partners, an operating group affiliated with Gores, as follows:

	Successor Company				Predecessoe Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Gores and Glendon fees (1)	$	994	$	810	$	984	$	250
Reimbursement of legal fees	15		386		1,533		—
Reimbursement of letter-of-credit fees (2)	251		—		—		—
Interest on loan	1,575		1,225		—		—
	$	2,835	$	2,421	$	2,517	$	250

(1) These fees consist of payments for professional services rendered by various members of Gores and Glendon to us in the areas of operational improvement, tax, finance, accounting, legal and insurance/risk management.

(2) Reimbursement of a standby letter-of-credit fee incurred and paid by Gores in connection with its guarantee of the revolving credit facility with Wells Fargo, included in interest expense.

POP Radio

We also have a related party relationship, including a sales representation agreement, with our investee, POP Radio, L.P. (“POP Radio”). We recorded fees as follows:

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Program commission expense	$	1,641	$	913	$	416	$	2,050

CBS Radio

On March 3, 2008, we closed the new Master Agreement with CBS Radio, which documents a long-term distribution arrangement through March 31, 2017. As part of the new arrangement, 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 was added to the maximum potential compensation CBS Radio affiliate stations could earn pursuant to their affiliations with us. In addition, all warrants previously granted to CBS Radio were cancelled on March 3, 2008.

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 are included as a component of corporate general and administrative expenses and depreciation and amortization, respectively, in the accompanying Consolidated Statement of Operations. The expense incurred upon closing of the Master Agreement is included as a component of special charges in the accompanying Consolidated Statement of Operations. The description and amounts regarding

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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 power of all classes of common stock of each of CBS Corporation and Viacom. As a result of the Charter Amendments approved on August 3, 2009, CBS Radio, which previously owned approximately 15.8% of our common stock, now owns less than 1% of our common stock. As a result of this change in ownership and the fact that CBS Radio ceased to manage us in March 2008, we no longer consider CBS Radio to be a related party effective as of August 3, 2009 and are no longer recording payments to CBS as related party expenses or amounts due to related parties effective August 3, 2009.

We incurred the following expenses as a result of transactions with CBS Radio or its affiliates in the following periods for which CBS Radio was a related party:

	Successor Company		Predecessor Company
	For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Programming and affiliate arrangements	$	13,877	$	20,884	$	57,609
News agreement	3,623		4,107		—
Representation agreement	—		—		15,440
Management agreement (excluding warrant amortization)	—		—		610
Warrant amortization	—		—		1,618
Payment upon closing of Master Agreement	—		—		5,000
	$	17,500	$	24,991	$	73,049

Summary of related party expense by expense category:

	Successor Company				Predecessoe Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Operating costs	$	1,641	$	18,413	$	25,407	$	75,099
Depreciation and amortization	—		—		—		1,618
Corporate, general and administrative	—		—		—		610
Special charges	1,009		1,196		2,517		5,250
Interest expense	1,826		1,225		—		—
	$	4,476	$	20,834	$	27,924	$	82,577

NOTE 5 — Property and Equipment

Property and equipment is recorded at cost and is summarized as follows:

	December 31, 2010		December 31, 2009
Land, buildings and improvements	$	7,871	$	7,293
Recording, broadcasting and studio equipment	16,049		15,922
Furniture, computers, equipment and other	6,248		754
	30,168		23,969
Less: Accumulated depreciation and amortization	6,666		2,991
Property and equipment, net	$	23,502	$	20,978

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Depreciation expense is summarized as follows:

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Depreciation expense	$	3,676	$	2,991	$	874	$	2,580

On December 17, 2009, we entered into an agreement to sell our Culver City properties and lease back the properties over a ten-year term (with two five-year renewal options). Upon closing at December 31, 2009, we received proceeds of $6,998, incurred costs for commissions, fees and closing costs of $1,252 and placed $673 in escrow for a portion of the repairs to be conducted on the properties. We used $3,500 of these proceeds to pay down our Senior Notes on March 31, 2010, in accordance with the terms of the Waiver and First Amendment to the Securities Purchase Agreement entered into on October 14, 2009 by us and the noteholders party thereto. This transaction did not qualify as a sale for accounting purposes as certain third party guarantees included in the agreement are considered continuing involvement under accounting guidance. We currently expect the existence of our continuing involvement to remain for the entirety of the lease period. Under the terms of the building financing, the Company made rental payments in the first year of approximately $875, plus operating expense reimbursement, including a 2% management fee. Thereafter, base rental payments are subject to an annual increase equal to 3.5% in years 2 through 5 and the greater of 3.5% or the increase in the consumer price index in years 6 through 10. As part of the closing, we issued a letter of credit for $219 (the equivalent of three months base rent) in lieu of a security deposit under the lease. Pursuant to the terms of the lease, with limited exceptions, we will remain responsible for required repairs, replacements and improvements to the Culver City properties.

In 2001, we entered into a capital lease for satellite transponders totaling $6,723. The allocation of the Business Enterprise Value for the capital lease at April 24, 2009 was $7,355. Accumulated amortization related to the capital lease was $6,775 and $5,787 as of December 31, 2010 and 2009, respectively.

Note 6 - Goodwill

Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with authoritative guidance, 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. 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, and long-lived assets which testing could impact the value of our business.

As a result of the Refinancing, we have followed the acquisition method of accounting, as described by the authoritative guidance. Accordingly, we have revalued our assets and liabilities using our best estimate of current fair value which was calculated using the income approach and were based on our then most current forecast. The assumptions underlying our forecasted values were derived from our then best estimates including the industry's general forecast of the advertising market which assumed an improvement in the economy and in advertising market conditions in the later half of 2009. The majority of goodwill is not expected to be tax deductible. The increase in the value of goodwill was primarily attributable to deferred taxes associated with the fair value of our intangible assets (see Note 7 - Intangible Assets) and deferred taxes arising from the cancellation of our prior indebtedness. Our consolidated financial statements prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while the periods subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the fair values which were allocated to our segments based on the Business Enterprise Value of each.

Based on the complex structure of the Refinancing, a valuation was performed to determine the acquisition price using the Income Approach employing a Discounted Cash Flow (DCF) methodology. The DCF method explicitly recognizes that the value of a business enterprise is equal to the present value of the cash flows that are expected to be available for distribution to the equity and/or debt holders of a company. In the valuation of a business enterprise, indications of value are developed by discounting future net cash flows available for distribution to their present worth at a rate that reflects both the current return requirements of the market and the risk inherent in the specific investment.

As part of our annual impairment test of goodwill and indefinite lived intangible assets at December 31, 2010, we performed a Step 1 analysis by comparing our calculated fair value based on our forecast to our current carrying value of each of the reporting units. The results indicated a potential impairment of Network Radio and we performed a Step 2 analysis to compare the implied

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fair value of goodwill with the carrying value of goodwill. As a result of the Step 2 analysis we determined that goodwill was not impaired as of December 31, 2010. In connection with the Income Approach portion of the 2010 exercise, we made the following assumptions: (1) the discount rate used was 10%; (2) management's estimates of future performance of our operations; and (3) a terminal growth rate of 3%.

In 2009 in our discontinued operations, the Metro Traffic television upfronts (where advertisers purchase commercial airtime for the upcoming television season several months before the season begins), which in prior years concluded in the second quarter, were extended through August to complete the upfront advertising sales. During this period, advertisers were slow to commit to buying commercial airtime for the third quarter of 2009. We believed that the conclusion of the Metro Traffic television upfronts would help bring more clarity to both purchasers and sellers of advertising; however, once such upfronts concluded in August, it became increasingly evident from our quarterly bookings, backlog and pipeline data that the downturn in the economy was continuing and affecting advertising budgets and orders.

In 2009 in our discontinued operations, the Metro Traffic television upfronts (where advertisers purchase commercial airtime for the upcoming television season several months before the season begins), which in prior years concluded in the second quarter, were extended through August to complete the upfront advertising sales. During this period, advertisers were slow to commit to buying commercial airtime for the third quarter of 2009. We believed that the conclusion of the Metro Traffic television upfronts would help bring more clarity to both purchasers and sellers of advertising; however, once such upfronts concluded in August, it became increasingly evident from our quarterly bookings, backlog and pipeline data that the downturn in the economy was continuing and affecting advertising budgets and orders. The decrease in advertising budgets and orders is evidenced by its revenue decreasing to $78,474 in the third quarter of 2009 from $96,299 in the third quarter of 2008, which represents a decrease of approximately 18.5%. These conditions, namely the weak third quarter of 2009 and the likely continuation of the current economic conditions into the fourth quarter of 2009 and the immediate future, caused us to reduce our forecasted results for the remainder of 2009 and 2010. We believe these new forecasted results constituted a triggering event and therefore we conducted a goodwill impairment analysis. The new forecast would more likely than not reduce the fair value of one or more of our reporting units below its carrying value. Accordingly, we performed a Step 1 analysis in accordance with the authoritative guidance by comparing our recalculated fair value based on our new forecast to our current carrying value. The results did not indicate an impairment in our continuing operations. The results indicated an impairment in discontinued operations and we performed a Step 2 analysis to compare the implied fair value of goodwill for Metro Traffic with the carrying value of its goodwill. As a result of the Step 2 analysis we recorded a non-cash charge to discontinued operations of $50,401.

In 2009, we used a multi-year DCF model to derive a Total Invested Capital value which was adjusted for cash, non-operating assets and any negative net working capital to calculate a Business Enterprise Value which was then used to value our equity. In connection with the Income Approach portion of this exercise, we made the following assumptions: (1) the discount rate was based on an average of a range of scenarios with rates between 15% and 16%; (2) management's estimates of future performance of our operations; and (3) a terminal growth rate of 2%. The discount rate and market growth rate reflect the risks associated with the general economic pressure impacting both the economy in general and more specifically and substantially the advertising industry.

In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $126,423 ($60,563 in the second quarter and $65,860 in the fourth quarter). The remaining value of our goodwill at December 31, 2008 was $10,196. We also recorded goodwill impairment in discontinued operations of $303,703

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 using the income approach to test goodwill for impairment as of December 31, 2008, we made the following assumptions: (1) the discount rate was 14%; (2) market growth rates were based upon management's estimates of future performance and (3) 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 $60,563. The goodwill impairment charge is substantially non-deductible for tax purposes. In connection with the income approach portion of the goodwill impairment test as of June 30, 2008, we used the following assumptions: (1) the discount rate was 12%; (2) market growth rates that were based upon management's estimates of future performance of our operations and (3) terminal growth rates were in the 2% to 3% range. The discount rate reflects the volatility

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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.

As noted above, we are required 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 the future.

The changes in the carrying amount of goodwill for continuing operations for the years ended December 31, 2010 and 2009 are as follows:

Predecessor Company
Balance at January 1, 2008	$	136,619
Goodwill impairment	(126,423		)
Balance at December 31, 2008	10,196
Balance at April 23, 2009	$	10,196
Successor Company
Balance at April 24, 2009	$	25,060
Adjustment to opening balance (1)	852
Goodwill impairment	—
Balance at December 31, 2009	25,912
	(116		)
Balance at December 31, 2010	$	25,796
Adjustment to opening balance (2)
Goodwill	$	25,796
Accumulated impairment losses from April 24, 2009 to December 31, 2010	—
Balance at December 31, 2010	$	25,796

(1) We recorded an adjustment to goodwill in December 2009 related to our liability for uncertain tax positions $1,113 as of April 23, 2009. In the 23-day period ended April 23, 2009, we recorded a charge to special charges for insurance expense of $261, which should have been capitalized and expensed through April 30, 2010. The appropriate adjustments, including an adjustment to our opening balance of goodwill at April 24, 2009, were recorded in the period from April 24, 2009 to December 31, 2009.

(2) On March 31, 2010, we recorded a prior period adjustment of $116 to decrease goodwill related to a correction of our current liabilities as of April 24, 2009.

NOTE 7 - Intangible Assets

As a result of the conditions described in Note 6 - Goodwill above, namely the weak third quarter of 2009 and the likely continuation of the economic conditions into the fourth quarter of 2009 and early 2010, in the third quarter of 2009, we reduced our forecasted results for the remainder of 2009 and 2010. We believed these new forecasted results constituted a triggering event and therefore we conducted an impairment analysis of our indefinite and definite lived intangible assets. A fair value appraisal, using the discounted cash flow method, was conducted on our discontinued operation's trademarks and an impairment of $100 was recorded for the reduction in the value of the Metro Traffic trademarks in non-current assets of discontinued operations.

In the third quarter of 2009, we failed to attain our forecast which constituted a trigger event under authoritative guidance. Based on a comparison of carrying values to undiscounted cash flows for our definite lived assets, we concluded there was no impairment on our definitive lived intangible assets.

Our annual impairment test of indefinite lived intangible assets at December 31, 2010 and 2009 indicated that there was no

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impairment when we compared the estimated fair value of these assets to our current carrying value.

In the fourth quarter of 2010, we failed to attain our forecast which constituted a trigger event under authoritative guidance. Based on a comparison of carrying values to undiscounted cash flows for our definite lived assets, we concluded there was no impairment on our definitive lived intangible assets.

Intangible assets by asset type and estimated life as of December 31, 2010 and 2009 are as follows:

		As of December 31, 2010							As of December 31, 2009
	Estimated Life	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Trademarks	Indefinite	$	11,200	$	—		$	11,200	$	11,200	$	—		$	11,200
Affiliate relationships	10 years	10,200		(1,721		)	8,479		10,200		(701		)	9,499
Software and technology	5 years	1,600		(604		)	996		1,600		(280		)	1,320
Client contracts	5 years	8,930		(3,343		)	5,587		8,930		(1,363		)	7,567
Insertion orders	9 months	—		—			—		1,700		(1,700		)	—
		$	31,930	$	(5,668	)	$	26,262	$	33,630	$	(4,044	)	$	29,586

The changes in the carrying amount of intangible assets for the years ended December 31, 2010 and 2009 are as follows:

Predecessor Company
	Network Radio
Balance at January 1, 2009	$	2,660
Amortization	(231		)
Balance at April 23, 2009	$	2,429
Successor Company
Balance at April 24, 2009	$	33,630
Amortization	(4,044		)
Balance at December 31, 2009	29,586
Amortization	(3,324		)
Balance at December 31, 2010	$	26,262
Gross carrying value	$	31,930
Accumulated amortization	(5,668		)
Accumulated impairment losses	—
Balance at December 31, 2010	$	26,262

Amortization expense related to intangible assets is summarized as follows:

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Amortization expense	$	3,324	$	4,044	$	231	$	2,352

We estimate aggregate amortization expense for intangibles for fiscal year 2011, 2012, 2013, 2014 and 2015 will be approximately $3,324, $3,324, 2,959, $1,056 and $1,020, respectively.

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Note 8 - Acquisitions and Investments

On October 28, 2005, we became a limited partner of 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. This agreement was extended to December 31, 2011 on December 31, 2010. 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, 2010 was de minimis. Pursuant to the terms of a 2006 recapitalization, if and when one of the other partners elects to exercise warrants it received in connection with the transaction, our limited partnership interest in POP Radio will decrease from 20% to 6%. As of December 31, 2010, these warrants were outstanding.

Note 9 -Debt:

Our current financial condition has caused us to obtain waivers to the agreements governing our indebtedness and to institute certain cost saving measures. If our financial condition does not improve, we may need to take additional actions designed to respond to or improve our financial condition and we cannot assure you that any such actions would be successful in improving our financial position. As a result of our current financial position we have taken certain actions designed to respond to and improve our current financial position.

On April 23, 2009, we closed the Refinancing and entered into our Securities Purchase Agreement and a Senior Credit Facility. At the time of the Refinancing, the Senior Credit Facility included a $20,000 unsecured non-amortizing term loan and a $15,000 revolving credit facility that included a $2,000 letter of credit sub-facility, on a senior unsecured basis. Our existing debt of $146,629 consists of: $111,629 under the Senior Notes maturing October 15, 2012 (which includes $10,222 due to Gores) and the Senior Credit Facility, consisting of a $20,000 unsecured, non-amortizing term loan and a $20,000 revolving credit facility (of which $15,000 was outstanding on December 31, 2010). The term loan and revolving credit facility (i.e., the “Senior Credit Facility”) mature on October 15, 2012 and are guaranteed by subsidiaries of the Company and Gores. At the time of the Refinancing, the Senior Notes bore interest at 15.0% per annum, payable 10% in cash and 5% PIK interest. The PIK interest accretes and is added to principal quarterly, but is not payable until maturity. As of December 31, 2010 and 2009, the accrued PIK interest was $10,161 and $4,427, respectively. Loans under our existing Credit Agreement (which govern the Senior Credit Facility) bear interest at our option at either LIBOR plus 4.5% per annum (with a LIBOR floor of 2.5%) or a base rate plus 4.5% per annum (with a base rate floor of the greater of 3.75% and the one-month LIBOR rate).

Since the time of our Refinancing, we have entered into three amendments to our debt agreements with our lenders (on October 14, 2009, March 30, 2010 and August 17, 2010, respectively). In each case, our underperformance against our financial projections caused us to reduce our forecasted results. With the exception of our revised projections at the time of our October 2009 amendment (where we requested and received a waiver of our covenant to be measured on December 31, 2009, on a trailing four-quarter basis), our projections have indicated that we would attain sufficient Adjusted EBITDA to comply with the debt leverage covenants then in place. Notwithstanding this, in both of the 2010 amendments, management did not believe there was sufficient cushion in our projections of Adjusted EBITDA to predict with any certainty that we would satisfy such covenants given the unpredictability in the economy and our business. Additionally, given our constrained liquidity on June 30, 2010 and our revised projections in place at such time, management believed it was prudent to renegotiate amendments to our debt agreements to enhance our available liquidity in addition to modifying our debt leverage covenants. These negotiations resulted in the August 17, 2010 amendment in which Gores agreed to purchase an additional $15,000 of common stock. As a result thereof, 769 shares were issued to Gores on September 7, 2010 for approximately $5,000 and 1,186 shares were issued to Gores on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment by purchasing the shares at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price pursuant to the purchase agreement, dated August 17, 2010, between Gores and us. Because the $10,000 investment by Gores was to be made based on a trailing 30-day weighted average of our common stock's closing share price for the 30 consecutive days ending on the tenth day immediately preceding the date of the stock purchase, and additionally included a collar (e.g., a $4.00 per share minimum and a $9.00 per share maximum price), the Gores $10,000 equity commitment was deemed to contain embedded features having the characteristics of a derivative to be settled in our common stock. Accordingly, pursuant to authoritative guidance, we determined the fair value of this derivative by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date and estimated the expected volatility of the derivative by using the aforementioned trailing 30-day weighted average closing price of our common stock. On August 17, 2010, we recorded an asset of $442 related to the aforementioned $10,000 Gores equity commitment. On December 31, 2010, the fair market value of such Gores equity commitment was a liability of $1,096 resulting in other expense of $1,538 for the year ended December 31, 2010. The derivative expired on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment (See Note 20 - Subsequent Events).

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As a result of the third amendment to the Securities Purchase Agreement entered into on August 17, 2010, our debt leverage covenants were modified to 11.25 times for the three quarters beginning on September 30, 2010, then stepping down to 11.0, 10.0, and 9.0 times in the last three quarters of 2011 and 8.0 and 7.5 times in the first two quarters of 2012. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the levels of 11.25 in the Securities Purchase Agreement (applicable to the Senior Notes) are 12.95 in the Credit Agreement (governing the Senior Credit Facility). We accrued additional fees of $2,433 related to amending our credit agreements in the year ended December 31, 2010 recorded as interest expense. Also in connection with Gores' agreement to increase its guarantee by $5,000 on our revolving credit facility, Wells Fargo agreed to increase the amount thereof from $15,000 to $20,000 which provided us with necessary additional liquidity for working capital purposes.

On March 31, 2010, June 4, 2010 and November 30, 2010, we repaid $3,500, $12,000 and $532, respectively, of the Senior Notes in accordance with the amendments to our agreements related to our debt covenants.

As of December 31, 2008, prior to the closing of the Refinancing, our debt consisted of an unsecured, five-year $120,000 term loan and a five-year $75,000 revolving credit facility (collectively, the “Old Facility”). Interest on the Old Facility was variable and payable at a maximum of 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. The Old Facility contained covenants relating to dividends, liens, indebtedness, capital expenditures and restricted payments, as defined, interest coverage and leverage ratios. As a result of an amendment to our Old Facility in the first quarter of 2008, we provided security to our lenders (including holders of our Old Notes) on substantially all of our assets and amended our allowable total debt covenant to 4.0 times Annualized Consolidated Operating Cash Flow through the remaining term of the Old Facility.

Prior to April 23, 2009, we also had $200,000 in Old Notes which we issued on December 3, 2002, which consisted of: 5.26% Senior Notes due November 30, 2012 (in an aggregate principal amount of $150,000) and 4.64% Senior Notes due November 30, 2009 (in an aggregate principal amount of $50,000). Interest on the Old Notes was payable semi-annually in May and November. The Old Notes contained covenants relating to leverage and interest coverage ratios that were identical to those contained in our Old Facility.

On August 2, 2011, we repaid $8,000 of our revolving credit facility leaving an outstanding balance of $7,000 thereunder as of such date.

Long-term debt, including current maturities of long-term debt and due to Gores, for the years ended December 31, 2010 and 2009 are as follows:

	December 31, 2010		December 31, 2009
Senior Notes
Due to Gores (1)	$	101,407	$	110,762
Senior Secured Notes due October 15, 2012 (1)	10,222		11,165
Senior Credit Facility
Term Loan (2)	20,000		20,000
Revolving Credit Facility (2)	15,000		5,000
	$	146,629	$	146,927

(1) The applicable interest rate on such debt is 15.0%, which includes 5.0% PIK interest which accrues and is added to principal on a quarterly basis. PIK interest of the Senior Notes is payable at maturity.        

(2) The applicable interest rate on such debt is 7.0% as of December 31, 2010 and 2009. The interest rate is variable and is payable at the maximum of (i) LIBOR plus 4.5% (with a LIBOR floor of 2.5%) or (ii) the base rate plus 4.5% (with a base rate floor equal to the greater of 3.75% or the one-month LIBOR rate), at our option.

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The aggregate maturities of long-term debt for the next five years and thereafter, pursuant to our debt agreements including PIK interest as in effect at December 31, 2010, are as follows (excludes market value adjustments):

Years ended December 31,	Long-Term Debt Maturities
2011	—
2012	155,514
2013	—
2014	—
2014	—
Thereafter	—
	$	155,514

Both the Securities Purchase Agreement (governing the Senior Notes) and Credit Agreement (governing the new term loan and revolving credit facility which collectively comprise the Senior Credit Facility) contain restrictive covenants that, among other things, limit our ability to incur debt, incur liens, make investments, make capital expenditures, consummate acquisitions, pay dividends, sell assets and enter into mergers and similar transactions beyond specified baskets and identified carve-outs. Additionally, we may not exceed the maximum senior leverage ratio (the principal amount outstanding under the Senior Notes divided by our Adjusted EBITDA (as defined in our lender agreements)). The Securities Purchase Agreement contains customary representations and warranties and affirmative covenants. The Credit Agreement contains substantially identical restrictive covenants (including a maximum senior leverage ratio calculated in the same manner as with the Securities Purchase Agreement), affirmative covenants and representations and warranties like those found in the Securities Purchase Agreement, modified, in the case of certain covenants, for a cushion on basket amounts and covenant levels from those contained in the Securities Purchase Agreement. We currently believe, based on our 2011 projections that we will be in compliance with our amended debt covenants for the next 12 months. A wide range of factors could materially affect future developments and performance and would cause us to be unable to meet our debt covenants.

NOTE 10 — Fair Value Measurements

Fair Value of Financial Instruments

Our financial instruments include cash, cash equivalents, receivables, accounts payable and borrowings. At December 31, 2010 and 2009, the fair values of cash and cash equivalents, receivables and accounts payable approximated carrying values because of the short-term nature of these instruments. At December 31, 2010 and 2009, the estimated fair value of the borrowings was based on estimated rates for long-term debt with similar debt ratings held by comparable companies. The carrying amount and estimated fair value for borrowings are as follows:

	December 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Borrowings (short and long term)	$	131,629	$	146,796	$	141,927	$	148,425

The authoritative guidance establishes a common definition of fair value to be applied under GAAP, which requires the use of fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

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.

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Fair Value Hierarchy

The authoritative guidance 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 our own assumptions of market participant valuation (unobservable inputs). In accordance with the authoritative guidance, 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.

The authoritative guidance 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:

	December 31, 2010						December 31, 2009
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Investments (1)	$	—	$	—	$	—	$	968	$	—	$	—
Liabilities
Derivative liability (2)	$	—	$	1,096	$	—	$	—	$	1,096	$	—

(1) Included in other assets and valued at closing market price of the individual investment.

(2) $10,000 Gores equity commitment which is included in accrued expenses and other liabilities was valued by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date and to estimate the expected volatility of the derivative by using the aforementioned trailing 30-day weighted average of our common stock's closing price.

Items Measured at Fair Value on a Non-Recurring Basis

In addition to assets and liabilities recorded at fair value on a recurring basis, we are also required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. Assets measured at fair value on a nonrecurring basis are as follows:

	December 31, 2009		Level 1	Level 2	Level 3		Total Losses
Other long-term assets
Intangible assets	$	29,586	—	—	$	29,586	—
Goodwill	25,912		—	—	25,912		—
	$	55,498	—	—	$	55,498	—
	December 31, 2010		Level 1	Level 2	Level 3		Total Losses
Other long-term assets
Intangible assets	$	26,262	—	—	$	26,262	—
Goodwill	25,796		—	—	25,796		—
	$	52,058	—	—	$	52,058	—

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Note 11 -- Stockholders' (Deficit) Equity - Common and Preferred Stock

On December 31, 2008, our authorized capital stock consisted of common stock, Class B stock and Series A Preferred Stock. At such time, our common stock was entitled to one vote per share while Class B stock was entitled to 50 votes per share. Class B stock was convertible to common stock on a share-for-share basis. As of December 31, 2010, we have only common stock outstanding.

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 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.

On April 23, 2009, as part of the Refinancing, we entered into a Purchase Agreement with Gores pursuant to which Gores purchased 25 shares of Series B Preferred Stock for an aggregate purchase price of $25,000. In exchange for the then outstanding shares of Series A Preferred Stock held by Gores, we issued 75 shares of Series A-1 Preferred Stock. On such date, our participating debt holders exchanged their outstanding debt for: (1) $117,500 of Senior Notes, (2) 34,962 shares of Series B Preferred Stock and (3) a one-time cash payment of $25,000.

On July 9, 2009, Gores converted 3.5 shares of Series A-1 Preferred Stock into 103,513 shares of common stock (such number does not take into account the 200 for 1 reverse stock split).  Also on July 9, 2009, pursuant to the terms of our Certificate of Incorporation, the 292 outstanding shares of our Class B stock were automatically converted into 292 shares of common stock (such number does not take into account the 200 for 1 reverse stock split) because as a result of the aforementioned conversion by Gores, the voting power of the Class B stock, as a group, fell below ten percent of the aggregate voting power of issued and outstanding shares of common stock and Class B stock.

On August 3, 2009 at a special meeting of stockholders, certain amendments to our Charter were approved by our stockholders. Such amendments consist of an increase in the number of authorized shares of our common stock from 300,000 to 5,000,000 and a two hundred to one (200 for 1) reverse stock split which was approved and effective on August 3, 2009. Accordingly, the reverse stock split is reflected retrospectively in EPS for all periods presented herein. As contemplated by the terms of our Refinancing, the 71.5 then outstanding shares of Series A-1 Preferred Stock and the 60.0 outstanding shares of Series B Preferred Stock converted into 3,856,184 shares of our common stock, in the aggregate, pursuant to the terms of the Certifications of Designation for the Series A-1 Preferred Stock and Series B Preferred Stock.

On September 7, 2010, Gores purchased 770 shares of common stock for $5,000. Subsequent to December 31, 2010, Gores satisfied the $10,000 Gores equity commitment by purchasing 1,186 shares of common stock at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price, pursuant to the purchase agreement, dated August 17, 2010, between Gores and us.

In accordance with the authoritative guidance, the Series A Preferred Stock is required to be classified as mezzanine equity because a change on control of the Company could occur without our approval. Accordingly, the redemption of the Series A Preferred Stock was not solely under our control. When the Series A Preferred Stock was outstanding, we determined that such redemption was probable and, accordingly, accreted up to the redemption value of the Series A Preferred Stock.

In accordance with the authoritative guidance, the Series A-1 Preferred Stock and Series B Preferred Stock was also required to be classified as mezzanine equity because the redemption of these instruments was outside of our control.

We have recorded the Preferred Stock at fair value as of the date of issuance and have subsequently accreted changes in the redemption value from the date of issuance to the earliest redemption date using the interest method.

In connection with the Refinancing and the issuance of the Preferred Stock, we had determined that the Preferred Stock contained a BCF that was partially contingent. The BCF is measured as the spread between the effective conversion price and the market price of common stock on the commitment date and then multiplying this spread by the number of conversion shares, as adjusted for the contingent shares. A portion of the BCF had been recognized at issuance and was being amortized using the effective yield method over the period until conversion. The total BCF, which was limited to the carrying value of the Preferred Stock, was $76,887, prior to conversion and upon conversion resulted in, among other effects, a deemed dividend that is included in the earnings per share calculation.

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The changes in the carrying amount of Preferred Stock were as follows:

Predecessor Company
	Series A					Series A-1					Series B
	Shares		Book Value			Shares		Book Value			Shares		Book Value
Balance at January 1, 2008	—		—			—		—			—		—
Issuance of Series A Preferred Stock	75.0		70,657			—		—			—		—
Preferred Stock accretion	—		3,081			—		—			—		—
Balance at January 1, 2009	75.0		73,738			—		—			—		—
Preferred Stock accretion	—		6,157			—		—			—		—
Balance at April 23, 2009	75.0		$	79,895		—		—			—		—
Successor Company
Balance at April 24, 2009	75.0		$	79,895		—		$	—		—		$	—
April 24, 2009 transactions:
Exchange Series A-1 for Series A	(75.0	)	(79,895		)	75.0		43,070			—		—
Gores purchase of Series B	—		—			—		—			25.0		14,099
Refinancing issuance of Series B	—		—			—		—			35.0		19,718
Preferred Stock accretion	—		—			—		2,658			—		2,003
July 9, 2009 conversion to    common shares	—		—			(3.5	)	(2,101		)	—		—
August 3, 2009 conversion to    common shares	—		—			(71.5	)	(43,627		)	(60.0	)	(35,820		)
Beneficial Conversion Feature	—		—			—		43,070			—		33,817
Beneficial Conversion     Feature accretion	—		—			—		(43,070		)	—		(33,817		)
Balance at December 31, 2009	—		$	—		—		$	—		—		$	—

There were no shares of Preferred Stock outstanding during or as of the year ended December 31, 2010.

From December 15, 1998 until our trading suspension on November 24, 2008 and subsequent delisting on March 16, 2009, our common stock was traded on the New York Stock Exchange under the symbol “WON”. On November 20, 2009, we listed our common stock on the NASDAQ Global Market under the symbol “WWON”. In the intervening period, our common stock was traded on the Over the Counter Bulletin Board under the ticker “WWOZ.”

Note 12 - Equity-Based Compensation

Equity Compensation Plans

We established stock incentive plans in 1989 (the “1989 Plan”) and 1999 (the “1999 Plan”) which allowed 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 in March 1999. On September 22, 1999, the stockholders ratified the 1999 Plan, which authorized us to grant up to 8,000 shares of common stock. Options granted under the 1999 Plan generally became exercisable after one year in 20% to 33% increments per year and expired 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. The 1999 Plan expired in March 2009.

On May 25, 2005, our stockholders approved the 2005 Equity Compensation Plan (the “2005 Plan”), approved by the Board on May 19, 2005, that allowed us to grant stock options, restricted stock and RSUs to our directors, officers and key employees. When it was adopted, a maximum of 9,200 shares of common stock was authorized for the issuance of awards under the 2005 Plan.

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Pursuant to Board resolution, from May 25, 2005 (the date of our 2005 annual meeting of stockholders) until April 23, 2009 (when the practice was discontinued by Board resolution), outside directors automatically received a grant of RSUs equal to $100 in value (based on the date of issuance, typically the date of the annual meetings of stockholders) and any newly appointed outside director would receive an initial grant of RSUs equal to $150 in value on the date such director was appointed to our Board.

Effective February 12, 2010, the Board amended and restated the 2005 Plan because we had a limited number of shares available for issuance thereunder (such plan, as amended and restated, the “2010 Plan”). Approval of the 2010 Plan by our stockholders was obtained on July 30, 2010 at our annual meeting of stockholders. When it was adopted, a maximum of 2,650 shares of common stock was authorized for the issuance of awards under the 2010 Plan. Effective January 1, 2010, for each year of service, directors who are not officers of the Company will receive annual awards of RSUs valued in an amount of $35, which we believe will customarily be awarded on the date of our annual meeting of stockholders.

Options and restricted stock granted under the 2010 Plan vest over periods ranging from 2 to 3 years, commencing on the anniversary date of each grant, and options expire within ten years from the date of grant. RSUs awarded to directors vest over a two-year period in equal one-half increments on the first and second anniversary of the date of the grant, subject to the director's continued service with us. Directors' RSUs will vest automatically, in full, upon a change in control or upon their retirement, as defined in the 2010 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. Each RSU or restricted stock counts as three shares under the terms of the 2010 Plan.

All equity-based compensation expense is included in corporate expense for reporting purposes.

The 200 for 1 reverse stock split has been reflected in share data, weighted average exercise prices and weighted average grant date prices contained herein for all periods presented.

Stock Options

Stock option activity for the year ended December 31, 2010, for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the year ended December 31, 2008 is as follows:

	Successor Company										Predecessor Company
	December 31, 2010					December 31, 2009					April 23, 2009					December 31, 2008
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding beginning of period	28.6			$	1,345	32.1			$	1,463	35.0			$	1,504	19.4			$	4,372
Granted	2,098.0			6		—			—		0.4			12		32.9			272
Exercised	—			—		—			—		—			—		—			—
Cancelled, forfeited or expired	(495.3		)	17		(3.5		)	3,726		(3.3		)	1,860		(17.3		)	2,352
Outstanding end of period	1,631.3			$	26	28.6			$	1,345	32.1			$	1,463	35.0			$	1,504
Options exercisable at end of period	85.7			$	375	13.6			$	2,485	11.4			$	3,810	8.7			$	4,856
Aggregate estimated fair value of options vesting during the period	$	1,461				$	826				$	788				$	2,360

At December 31, 2010, vested and exercisable options had an aggregate intrinsic value of $209 and a weighted average remaining contractual term of 1.25 years. No options were exercised during the years ended December 31, 2010, 2009 and 2008. The aggregate intrinsic value of options represents the total pre-tax intrinsic value (the difference between our closing stock price at the end of the period and the option's 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 at that time.

As of December 31, 2010, there was $5,617 of unearned compensation cost related to stock options granted under all of our equity

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compensation plans and is expected to be recognized over a weighted-average period of 2.11 years. Additionally, as of December 31, 2010, we expect 1,409.1 of our unvested options to vest with a weighted average exercise price of $29, a weighted average remaining term of 9.12 years and an aggregate intrinsic value of $4,135.

The estimated fair value of options granted during each period was measured on the date of grant using the Black-Scholes option pricing model using the weighted average assumptions as follows:

	Successor Company					Predecessor Company
				For the Period		For the Period
	Year Ended			April 24, 2009 to		January 1, 2009			Year Ended
	December 31, 2010			December 31, 2009		to April 23, 2009			December 31, 2008
Risk-free interest rate	2.3		%	—		2.98		%	2.64		%
Expected term (years)	5.0			—		5.0			4.8
Expected volatility	98.6		%	—		92.17		%	55.99		%
Expected dividend yield	—		%	—		—		%	—		%
Weighted average fair value of options granted	$	4.54		$	—	$	8.40		$	104.00

No options were granted in the period April 24, 2009 to December 31, 2009, therefore no determination was made for fair value assumptions.

The risk-free interest rate for periods within the life of the option is based on a blend of U.S. Treasury bond rates. The expected term assumption has been calculated based on historical data. 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.

Additional information related to options outstanding at December 31, 2010, segregated by grant price range is summarized below:

				Remaining
		Weighted		Weighted
		Average		Average
	Number of	Exercise		Contractual
Options outstanding at exercise price of:	Options	Price		Life (in years)
$6	1,507.2	$	6	8.70
$8 - 12	100.5	8		9.80
$36 - $150	7.1	71		5.80
$248 - $438	10.2	345		6.60
$1,234 - $7,038	6.3	4,564		2.30
	1,631.3	$	26	8.70

Restricted Stock Units

We have awarded RSUs to Board members and certain key executives, which vest over two, three and four years, respectively. On April 23, 2009, the Board passed a resolution that discontinued the practice of automatic annual awards to directors before such was resumed in mid 2010. In 2010, our Compensation Committee determined that the independent non-employee directors should receive annual awards of RSUs valued in an amount of $35, which awards will vest over 2 years, beginning on the anniversary of the grant date. The awards also will vest automatically upon a change in control (as defined in the 2010 Plan) and will otherwise be governed by the terms of the 2010 Plan. 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. As of December 31, 2010, unearned compensation cost related to RSUs was $820 and is expected to be recognized over a weighted-average period of 2.64 years.

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RSUs activity for the year ended December 31, 2010, for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the year ended December 31, 2008 is as follows:

	Successor Company							Predecessor Company
	December 31, 2010			December 31, 2009				April 23, 2009				December 31, 2008
	Shares	Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding beginning of period	0.1	$	1,314	2.4		$	1,498	6.1		$	320	1.2		$	1,830
Granted	115.0	8		—		—		—		—		5.5		138
Converted to common shares	—	—		(2.3	)	186		(3.7	)	325		(0.6	)	1,330
Cancelled, forfeited or expired	—	—		—		—		—		—		—		—
Outstanding end of period	115.1	$	10	0.1		$	1,314	2.4		$	306	6.1		$	320

Restricted Stock

In the past, 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.

Restricted stock activity for the year ended December 31, 2010, for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the year ended December 31, 2008 is as follows:

	Successor Company								Predecessor Company
	December 31, 2010				December 31, 2009				April 23, 2009				December 31, 2008
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding beginning of period	0.8		$	1,504	0.9		$	1,498	1.8		$	1,510	4.8		$	1,724
Granted	—		—		—		—		—		—		0.2		126
Converted to common shares	(0.8	)	1,504		(0.1	)	1,360		(0.9	)	1,522		(1.8	)	1,330
Cancelled, forfeited or expired	—		—		—		—		—		—		(1.4	)	1,534
Outstanding end of period	—		—		0.8		$	1,504	0.9		$	1,498	1.8		$	1,510

As of December 31, 2010, there was $0 of unearned compensation cost related to restricted stock.

Expense - Equity-Based Compensation

Equity-based compensation expense is included in corporate, general and administrative expenses in the Statement of Operations and is summarized by award type as follows:

	Successor Company				Predecessor Company
			For the Period		For the Period
	Year Ended		April 24, 2009 to		January 1, 2009		Year Ended
Continuing operations	December 31, 2010		December 31, 2009		to April 23, 2009		December 31, 2008
Stock option	$	2,002	$	1,262	$	621	$	2,138
Restricted stock	240		1,145		378		1,681
RSU	87		327		684		618
	$	2,329	$	2,734	$	1,683	$	4,437
Discontinued operations
Stock option	$	1,064	$	335	$	195	$	525
Restricted stock	166		241		232		481
	$	1,230	$	576	$	427	$	1,006

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Note 13 - Comprehensive (Loss) Income

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

	Successor Company						Predecessor Company
				For the Period			For the Period
	Year Ended			April 24, 2009 to			January 1, 2009			Year Ended
	December 31, 2010			December 31, 2009			to April 23, 2009			December 31, 2008
Net loss	$	(31,257	)	$	(63,600	)	$	(18,961	)	$	(427,563	)
Unrealized (loss) gain on marketable securities, net effect of realized gains and income taxes(1)	(111		)	111			219			(5,688		)
Comprehensive loss	$	(31,368	)	$	(63,489	)	$	(18,742	)	$	(433,251	)

(1) During the year ended December 31, 2010, we sold marketable securities for total proceeds of approximately $886 and realized a gain of $98, which is included as a component of other expense (income) in the Consolidated Statement of Operations. 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 included as a component of loss from discontinued operations in the Consolidated Statement of Operations.

Note 14 - Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities are summarized as follows:

	December 31, 2010		December 31, 2009
Deferred revenue	$	3,338	$	426
Programming and operating expense	450		551
Station compensation expense	3,095		3,066
Payroll and payroll related expense	2,632		5,670
Deferred rent	1,174		117
Professional fees	1,138		1,430
Restructuring and special charges	988		2,436
Accrued interest and capital leases	1,200		1,219
Derivative liability (See Note 10 - Fair Value Measurements)	1,096		—
Other operating expense	5,037		188
	$	20,148	$	15,103

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Note 15 - Restructuring Charges

In the third quarter of 2008, we announced a plan to restructure certain contracts and reduce labor costs in our Network Radio business (along with facilities and severance programs in our discontinued operations) (referred to herein as the “2008 Program”) and to implement other cost reductions. Since its inception, the 2008 Program included contract terminations of $6,751 and severance of $5,672.

In the second quarter of 2010, we announced plans to restructure certain areas of the Network Radio segment (the “2010 Program”). The 2010 Program included charges related to the consolidation of certain operations that reduced our workforce levels during 2010. In connection with the 2010 Program, we recorded $172 of severance costs for the year ended December 31, 2010. All costs related to the 2010 Program were incurred by the end of 2010.

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

Predecessor Company
	Balance							Balance
	January 1, 2009		Additions		Utilization			April 23, 2009
2008 Program
Severance	$	113	$	1,057	$	(459	)	$	711
Contract terminations	3,796		—		(360		)	3,436
Total	$	3,909	$	1,057	$	(819	)	$	4,147
Successor Company
	Balance							Balance
	April 24, 2009		Additions		Utilization			December 31, 2009
2008 Program
Severance	$	711	$	357	$	(640	)	$	428
Contract terminations	3,436		150		(1,836		)	1,750
Total	$	4,147	$	507	$	(2,476	)	$	2,178
	Balance							Balance
	January 1, 2010		Additions		Utilization			December 31, 2010
2008 Program
Severance	$	428	$	—	$	(428	)	$	—
Contract terminations	1,750		97		(1,847		)	—
Total	2,178		97		(2,275		)	—
2010 Program
Severance	—		172		(42		)	130
Total	—		172		(42		)	130
Total Restructuirng	$	2,178	$	269	$	(2,317	)	$	130

As of December 31, 2010, liabilities related to restructuring charges of $130 are included in accrued expense and other liabilities.

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Note 16 - Special Charges

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

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Debt agreement costs	$	2,414	$	—	$	—	$	—
Corporate development costs	1,339		—		—		—
Gores and Glendon fees	1,009		—		—		—
Employment claim settlements	493		—		—		—
Fees related to the Refinancing	193		1,196		12,699		—
Professional fees related to the offering	—		1,698		—		—
Financing acquisition costs	—		139		—		—
Professional and other fees related to the new CBS agreements, Gores investment and debt refinancing	—		—		—		6,624
Closing payment related to CBS   agreement	—		—		—		5,000
	$	5,448	$	3,033	$	12,699	$	11,624

During 2010, we incurred costs for the following; debt agreement costs include professional fees incurred by us in connection with negotiations with our lenders to amend our Securities Purchase Agreement and Credit Agreement (see Note 9 - Debt); corporate development costs include professional fees related to the evaluation of potential business development activity including acquisitions and dispositions; Gores and Glendon fees are related to professional services rendered by various members of Gores and Glendon to us in the areas of operational improvement, tax, finance, accounting, legal and insurance/risk management; employment claim settlements are related to employee terminations that occurred prior to 2008; and fees related to the Refinancing include tax consulting costs related to the finalization of the income tax treatment of the Refinancing in 2010 and transaction fees and expenses related to negotiation of definitive documentation, including the fees of various legal and financial advisors involved in the Refinancing and other professional fees in 2009.

During the periods January 1 to April 23, 2009 and April 24 to December 31, 2009, in addition to certain costs noted above, we incurred professional fees related to the offering includes fees for various legal and financial advisors related to Registration Statement on Form S-1 filed by us with the SEC in 2009 that we have no immediate plans to further pursue and financing and financing costs are those related to the Culver City properties financing lease.

During 2008, we incurred costs relating to the negotiation of a new long-term arrangement with CBS Radio of $5,000 and legal and professional expenses attributable to negotiations regarding refinancing our debt of $6,624. As of December 31, 2010, liabilities related to special charges of $858 and $608 were included in accrued expense and other liabilities and amounts payable to related parties.

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Note 17 - Income Taxes

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

	Successor Company						Predecessor Company
				For the Period			For the Period
	Year Ended			April 24, 2009 to			January 1, 2009			Year Ended
	December 31, 2010			December 31, 2009			to April 23, 2009			December 31, 2008
Current:
Federal	$	(539	)	$	(2,253	)	$	(1,293	)	$	(7,239	)
State	12			(2,306		)	(1,323		)	(496		)
	(527		)	(4,559		)	(2,616		)	(7,735		)
Deferred:
Federal	(6,659		)	(4,189		)	(2,403		)	(28,384		)
State	(736		)	(1,683		)	(966		)	(7,030		)
	(7,395		)	(5,872		)	(3,369		)	(35,414		)
Income tax benefit	$	(7,922	)	$	(10,431	)	$	(5,985	)	$	(43,149	)

For the nine months ended September 30, 2009 and the year ended December 31, 2008, we understated liabilities in error related to uncertain income tax exposures, arising in the respective periods. These additional income tax exposures related primarily to deductions taken in state filings for which it is more likely than not that those deductions would not be sustained on their technical merits. The amounts of additional tax expense that should have been recorded related to this error was $7 in the 2009 successor period, $6 in the 2009 predecessor period and $139 in 2008. Such charges were corrected in the fourth quarter of 2009 as an increase to income tax expense and an adjustment to the opening goodwill in the Successor Company at April 24, 2009. We have determined that the impact of these adjustments recorded in the fourth quarter of fiscal 2009 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

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

	Successor Company				Predecessor Company
			For the Period		For the Period
	Year Ended		April 24, 2009 to		January 1, 2009		Year Ended
	December 31, 2010		December 31, 2009		to April 23, 2009		December 31, 2008
Federal statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State taxes net of federal benefit	0.6		7.1		2.4		3.0
Non-deductible portion of    goodwill impairment	—		—		—		(12.0	)
Other	0.2		32.5		(9.2	)	—
Effective tax rate	35.8	%	74.6	%	28.2	%	26.0	%

The 2008 effective income tax rate was impacted by the goodwill impairment charges which was substantially non-deductible for tax purposes.

F-40

Deferred income tax assets and liabilities 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 are as follows:

	December 31, 2010			December 31, 2009
Deferred tax liabilities:
Goodwill, intangibles and other	$	10,581		$	11,216
Deferred cancellation of debt income	26,910			27,497
Property and equipment	7,176			6,717
Investment	—			386
Other	4,599			181
Total deferred tax liabilities	49,266			45,997
Deferred tax assets:
Allowance for doubtful accounts	350			1,184
Deferred compensation	664			693
Equity based compensation	3,857			3,797
Accrued expenses and other	14,104			9,240
Federal and state net operating loss	12,510			17
Total deferred tax assets	31,485			14,931
Net deferred tax (liabilities)	$	(17,781	)	$	(31,066	)
Net deferred tax asset -- current	$	6,407		$	3,048
Net deferred tax (liability) - long-term	$	(24,188	)	$	(34,114	)

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 allowed us to carryback net operating losses through 2009. Also, we have taxable temporary differences that can be used as a source of income in the future. As such, no valuation allowance was recorded during the year ended December 31, 2010 or 2009. We will continue to assess the need for a valuation allowance at each future reporting period.

F-41

We classify interest expense and penalties related to unrecognized tax benefits as income tax expense. The accrued interest and penalties were $1,687 and $1,415 at December 31, 2010 and 2009, respectively. For the year-ended December 31, 2010, 2009 and 2008, we recognized $273, ($994) and $469 of interest and penalties, respectively. Unrecognized tax benefit activity is as follows:

	Unrecognized
	Tax Benefit
Predecessor Company
Balance at January 1, 2008	$	6,273
Additions for current period tax positions	233
Additions for prior years tax positions	94
Settlements	(149		)
Reductions related to expiration of statue of limitations	(157		)
Balance at December 31, 2008	6,294
Additions for current period tax positions	—
Additions for prior years tax positions	—
Settlements	—
Reductions related to expiration of statue of limitations	—
Balance at April 23, 2009	$	6,294
Successor Company
Balance at April 24, 2009	$	6,294
Reductions for current period tax positions	(541		)
Additions for prior years tax positions	1,296
Settlements	(2,599		)
Reductions related to expiration of statue of limitations	(1,973		)
Balance at December 31, 2009	2,477
Additions for current period tax positions	136
Reductions for prior years tax positions	(24		)
Settlements	(93		)
Reductions related to expiration of statue of limitations	(1		)
Balance at December 31, 2010	$	2,495

The amount of unrecognized tax benefits that will reverse within the next twelve months is estimated at $1,248. 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 2004. During 2009, we settled our audit with the State of New York related primarily to filing positions through 2006. During 2010, we settled our audit with the State of Minnesota for the years 2005 through 2008. With few exceptions, we are no longer subject to state and local income tax examinations in other jurisdictions by tax authorities for years before 2004.

During 2009, we reported a federal net operating loss of approximately $36,972, for which we filed a federal carryback claim. Accordingly, we recorded an income tax receivable of $12,355 and subsequently received the federal refund of $12,940. At December 31, 2010, we have available for federal income tax purposes a net-operating loss carry-forward of approximately, $29,481, of which approximately $946 relates to discontinued operations, expiring in 2031 that can be used to offset future taxable income. We also have for state income tax purposes net operating loss carry-forwards of approximately $4,484, of which approximately $3,986 relates to discontinued operations, expiring at various times between 2013 and 2031 that can be used to offset future taxable income.

F-42

Note 18 - 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 broadcast rights and for other services that include talent, research, news and weather services. The approximate aggregate future minimum obligations under such operating leases and contractual agreements for the five years after December 31, 2010 and thereafter, are set forth below:

			Leases				Broadcast		Other
Year	Total		Capital		Operating		Rights		Services
2011	$	124,028	$	640	$	2,870	$	110,540	$	9,978
2012	101,413		—		2,856		91,372		7,185
2013	84,790		—		2,821		81,525		444
2014	76,450		—		2,917		73,369		164
2015	79,593		—		3,153		76,271		169
Thereafter	206,091		—		12,302		193,789		—
	$	672,365	$	640	$	26,919	$	626,866	$	17,940

Rent expense charged to operations for the year ended December 31, 2010, the period from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the year ended December 31, 2008 was $3,310, $2,206, $1,020, and $2,924, respectively.

Included in Broadcast Rights in the table above are commitments due to CBS Radio and its affiliates pursuant to the agreements described in Note 4 - Related Party Transactions.

We are subject, from time to time, to various claims, lawsuits, and other complaints arising in the ordinary course of business. We routinely monitor claims such as these, and record provisions for losses to the extent a claim becomes probable and the amount due is estimable. For matters that have reached the threshold of probable and estimable, we have established reserves for these contingent liabilities.

Commitments - Discontinued Operations

Our discontinued operations had various non-cancelable, long-term operating leases for office space and equipment. In addition, our discontinued operations were committed under various contractual agreements to pay for broadcast rights and for other services. The approximate aggregate future minimum obligations under such operating leases and contractual agreements for the five years after December 31, 2010 and thereafter, are set forth below:

			Leases		Broadcast		Other
Year	Total		Operating		Rights		Services
2011	$	12,322	$	4,829	$	5,125	$	2,368
2012	9,887		4,662		5,225		—
2013	8,497		4,522		3,975		—
2014	3,681		3,681		—		—
2015	2,983		2,983		—		—
Thereafter	7,298		7,298		—		—
	$	44,668	$	27,975	$	14,325	$	2,368

Rent expense for discontinued operations for the year ended December 31, 2010, the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the year ended December 31, 2008 was $5,931, $4,082, $2,251, and $7,762, respectively.

F-43

Note 19 - Quarterly Results of Operations (unaudited)

The unaudited quarterly results of operations for the years ended December 31, 2010 and the periods April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 are as follows:

Successor Company
	2010
	First			Second			Third			Fourth			For the
	Quarter			Quarter			Quarter			Quarter			Year
Net revenue	$	55,575		$	40,036		$	44,224		$	57,151		$	196,986
Operating loss	(2,232		)	(2,589		)	(2,370		)	(5,612		)	(12,803		)
Net loss from continuing operations	(1,403		)	(2,765		)	(4,468		)	(5,557		)	(14,193		)
Net loss	(6,723		)	(5,418		)	(7,239		)	(11,877		)	(31,257		)
Basic and diluted loss per share:
Net loss from continuing operations	$	(0.07	)	$	(0.13	)	$	(0.21	)	$	(0.27	)	$	(0.68	)
Net loss	$	(0.33	)	$	(0.26	)	$	(0.35	)	$	(0.56	)	$	(1.50	)
	For the period			2009			2009			For the period
	April 24, 2009 to			Third			Fourth			April 24, 2009 to
	June 30, 2009			Quarter			Quarter			December 31, 2009
Net revenue	$	27,351		$	40,448		$	52,052		$	119,851
Operating loss	$	(4,146	)	$	(60,135	)	$	53,021		$	(11,260	)
Net loss from continuing operations	$	(167	)	$	(9,419	)	$	6,036		$	(3,550	)
Net loss	$	(6,184	)	$	(53,549	)	$	(3,867	)	$	(63,600	)
Basic and diluted (loss) income per share Common Stock
Net (loss) income from continuing operations	$	(0.33	)	$	(0.72	)	$	0.30		$	(6.89	)
Net loss	$	(18.85	)	$	(10.03	)	$	(0.19	)	$	(4.86	)
Basic and diluted loss    per share Class B Stock
Net (loss) income from continuing operations	$	—		$	—		$	—		$	—
Net loss	$	—		$	—		$	—		$	—
Predecessor Company
				2009			For the period			For the period
				First			April 1, 2009 to			January 1, 2009 to
				Quarter			April 23, 2009			April 23, 2009
Net revenue				$	51,184		$	12,812		$	63,996
Operating loss				$	(19,604	)	$	(4,129	)	$	(20,154	)
Net loss from continuing    operations				$	(9,211	)	$	(5,994	)	$	(15,205	)
Net loss				$	(15,186	)	$	(3,775	)	$	(18,961	)
Basic and diluted loss per share Common Stock
Net loss from continuing operations				$	(18.80	)	$	(11.87	)	$	(36.20	)
Net loss				$	(33.95	)	$	(10.67	)	$	(43.64	)
Basic and diluted loss per share Class B Stock
Net loss from continuing operations				$	—		$	—		$	—
Net loss				$	—		$	—		$	—

F-44

For the year ended December 31, 2009, we understated our income tax receivable asset due to an error in how the deductibility of certain costs for the twelve months ended December 31, 2009 was determined. This resulted in an additional income tax benefit of $590, recorded in the three months ended March 31, 2010 and the twelve months ended December 31, 2010, that should have been recorded in the successor period ended December 31, 2009. We overstated accounts receivable at December 31, 2009 by $250 in connection with our failure to record a billing adjustment as a result of a renegotiated customer contract and understated accrued expenses for certain general and administrative costs incurred by $278 at December 31, 2009. We understated accrued liabilities at December 31, 2009 by $375 in connection with our failure to record an employment claim settlement related to an employee termination that occurred prior to 2008, but which was probable and estimable as of December 31, 2009. We understated our program and operating liabilities by $428 in the predecessor period ended April 23, 2009 and adjusted our opening balance sheet and goodwill accordingly. We determined that the impact of these adjustments recorded in the first quarter of fiscal 2010 were immaterial to our results of operations in all applicable prior interim and annual periods. In addition to the foregoing, we understated accrued liabilities at December 31, 2009 by $218 in connection with our payroll, but which was probable and estimable as of December 31, 2009. We determined that the impact of this adjustment recorded in the third quarter of fiscal 2010 was immaterial to our results of operations in all applicable prior interim and annual periods. For the year ended December 31, 2009, we understated our current liabilities for discontinued operations in error by $964 in connection with recording certain Metro Traffic revenue, which was overstated in that period.  We increased loss from discontinued operations by $964 during the first quarter of 2010 to correct the current liabilities for discontinued operations balance as of December 31, 2010.  We determined that the impact of this adjustment recorded in the fourth quarter of 2010 was immaterial to our results of operations in all applicable prior interim and annual periods.  As a result, we have not restated any prior period amounts.

For the nine months ended September 30, 2009, we understated liabilities in error related to uncertain income tax exposures, arising in the respective periods. These additional income tax exposures related primarily to deductions taken in state filings for which it is more likely than not that those deductions would not be sustained on their technical merits. The amounts of additional tax expense that should have been recorded related to this error was $82 in the 2009 successor period and $68 in the 2009 predecessor period. Such charges totaling $3,247 were corrected in the fourth quarter of 2009 as an increase to income tax expense of $82, and an adjustment to the opening goodwill of $3,165 in the Successor Company at April 24, 2009. We have determined that the impact of these adjustments recorded in the fourth quarter of fiscal 2009 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

In the 23-day period ended April 23, 2009, we determined that we had incorrectly recorded a credit to interest expense, which should have been recorded in the three month period ended March 31, 2009, for the settlement of an amount owed to a former employee. We determined that this error was not significant to any prior period results and accordingly reduced the 23-day period's interest expense by $754. Also in the period ended April 23, 2009, we determined that we incorrectly calculated the accretion of our preferred shares to redemption value which should have been recorded in the three-month period ended March 31, 2009. We determined that this error was not significant to any prior results and did not affect our net (loss) income. However, it did reduce the 23-day period's net loss attributable to common stockholders by $1,262. Also in the 23-day period ended April 23, 2009, we recorded a charge to special charges for insurance expense of $261 (see Note 6 - Goodwill for additional information).

For the period April 24, 2009 to June 30, 2009, we failed to record the added depreciation expense for the increase in fixed assets values associated with our purchase accounting. The amount of depreciation expense that should have been recorded in the period ended June 30, 2009 was $401. This amount was recorded in the three months ended September 30, 2009. Additionally, for the period ended June 30, 2009, we failed to accrue severance costs of $145 for employees terminated in June 2009. Such charge was recorded in the three months ended September 30, 2009.

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.

Note 20 - Subsequent Events

Subsequent to December 31, 2010, Gores satisfied the $10,000 Gores equity commitment by purchasing 1,186 shares of common stock at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price, pursuant to the purchase agreement, dated August 17, 2010, between Gores and us. Gores percentage ownership after this purchase is approximately 76.4% (see Note 4 - Related Parties, Note 9 - Debt and Note 11 - Stockholders' (Deficit) Equity - Common and Preferred Stock).

On April 12, 2011, we entered into an amendment to our debt agreements with our lenders because our projections indicated that we would likely not attain sufficient Adjusted EBITDA (as defined in our lender agreements) to comply with our then existing debt leverage covenants in certain fiscal quarters of 2011. As a result of negotiations with our lenders, we entered into a waiver and fourth amendment to the Securities Purchase Agreement which resulted in our previously existing maximum senior leverage

F-45

ratios (expressed as the principal amount of Senior Notes over our Adjusted EBITDA (as defined in our lender agreements) measured on a trailing, four-quarter basis) of 11.25, 11.0 and 10.0 times for the first three quarters of 2011 being replaced by a covenant waiver for the first quarter of 2011 and minimum LTM EBITDA thresholds of $4,000 and $7,000, for the second and third quarters of 2011. Debt leverage covenants for the last quarter of 2011 and the first two quarters in 2012 (the Senior Notes mature on October 15, 2012) remain unchanged. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to reflect a change to minimum LTM EBITDA thresholds and maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the minimum LTM EBITDA thresholds of $4,000 and $7,000 for the second and third quarters of 2011 in the Securities Purchase Agreement (applicable to the Senior Notes) are $3,400 and $5,950, respectively, in the Credit Agreement (governing the Senior Credit Facility). In connection with this amendment, Gores agreed to fully subordinate the Senior Notes it holds (approximately $10,222 which is listed under “due to Gores”) to the Senior Notes held by the non-Gores holders, including in connection with any future pay down of Senior Notes from the proceeds of any asset sale), a 5% leverage fee will be imposed effective October 1, 2011 and we agreed to report the status of any M&A discussions/activity on a bi-weekly basis. Notwithstanding the foregoing, if at any time, the Company provides satisfactory documentation to its lenders that its debt leverage ratio for any LTM period complies with the following debt covenant levels for the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50, and provided more than 50% of the outstanding amount of non-Gores Senior Notes (i.e., Senior Notes held by the non-Gores holders) shall have been repaid as of such date, then the 5% leverage fee would be eliminated on a prospective basis. The foregoing levels represent the same covenant levels set forth in the Second Amendment to the Securities Purchase Agreement entered into on March 30, 2010, except that the debt covenant level for June 30, 2011 was 5.50 in the Second Amendment. As part of the waiver and fourth amendment, the Company agreed it would need to comply with a 5.00 covenant level on June 30, 2011, on an LTM basis, for the 5% leverage fee to be eliminated. The 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. The fee shall be payable on the earlier of maturity (July 15, 2012) or the date on which the Senior Notes are paid. Interest shall accrue on such fee beginning October 1, 2011 until such amount is paid in full. Accrued and unpaid leverage fee amounts shall be added to the principal amount of the Senior Notes at the end of each calendar quarter (as is the case with PIK interest on the Senior Notes which accretes to the principal amount on a quarterly basis).

On July 29, 2011, we signed and closed the sale of our 24/7 formats for $4,950 by entering into an Asset Purchase Agreement with Excelsior Radio Networks, LLC (“Excelsior”). This transaction was effected pursuant to the exercise by Excelsior of its call option under the Management Agreement entered into between Westwood One Radio Networks, Inc., one of our wholly-owned subsidiaries, and Excelsior Radio Networks, Inc. (predecessor of Excelsior) on May 23, 2006. Under the Management Agreement, we engaged Excelsior as our exclusive representative with respect to the day-to-day operations of the 24/7 formats in exchange for an annual license fee.

On July 30, 2011, we, Radio Network Holdings, LLC, a Delaware corporation and a newly formed wholly-owned subsidiary of ours (“RNH”), and Verge Media Companies, Inc., a Delaware corporation (“Verge”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, Verge will merge with and into RNH, with RNH surviving as a wholly-owned subsidiary of us (the “Merger”). The Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, have been approved by our Board of Directors, the Verge Board of Directors, and by us, in our capacity as sole member of RNH. In addition, in connection with the Merger Agreement, Gores, as owner of 76.2% of our common stock, delivered to Verge a written consent approving the Merger Agreement. Completion of the Merger is subject to customary conditions, including, among others: (1) completion of the debt financing for the transaction, (2) receipt of required regulatory approvals, (3) the absence of legal impediments to the Merger, (4) the expiration or early termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any required approvals thereunder, (5) the absence of certain material adverse changes or events, (6) the accuracy of the other party's representations and warranties and (7) there not being holders of more than 3% of the outstanding shares of Verge common stock properly exercising appraisal rights.

The Merger Agreement may be terminated by (1) mutual consent of Westwood and Verge, (2) Westwood or Verge if the Merger has not be completed by October 28, 2011, (3) Westwood or Verge if the Merger has been permanently enjoined or declared illegal, (4) Westwood or Verge upon certain breaches of the Merger Agreement by the other party or (5) by Westwood if it receives a unsolicited Superior Proposal (as defined in the Merger Agreement) on or before August 26, 2011 and Westwood's board of directors believes it is required to terminate the Merger Agreement pursuant to its fiduciary duties.

If the Merger is completed we will issue approximately 34.4 million shares of our unregistered Class B common stock to Verge's stockholders, and Verge's stockholders are expected to hold approximately 59% of the common stock of the combined company after the Merger. This expectation is based on preliminary estimates which may materially change. The proposed merger will be accounted for as reverse acquisition. If the Board elects to terminate the Merger Agreement because we receive an unsolicited superior proposal and other conditions related there to are met, we will owe a significant termination fee to Verge and we will not

F-46

recognize the anticipated benefits of the Merger.

On July 22, 2011, we entered into a seventh amendment to our Credit Agreement for the sole purpose of eliminating provisions with respect to the Sponsor Letter of Credit (as defined in the Credit Agreement), which is the letter of credit that was previously required to be posted by Gores in connection with its guaranty of the Credit Facility.

On August 30, 2011, we entered into an Eighth Amendment to our Credit Agreement and Seventh Amendment to our Securities Purchase Agreement, each for the sole purpose of extending the maturity date of the debt represented by each such agreement from July 15, 2012 to October 15, 2012.  The Senior Notes held by Gores were also amended to reflect the October 15, 2012 maturity date.

On August 2, 2011, we repaid $8,000 of our revolving credit facility leaving an outstanding balance of $7,000 thereunder as of such date.

.

F-47

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
Successor Company
2010	$	2,220	$	86		(2,163		)	$	143
4/24/2009 to 12/31/2009	—		2,172			48			2,220
Predecessor Company
1/1/2009 to 4/23/2009	1,068		(24		)	(210		)	834
2008	$	1,211	(112		)	$	(31	)	$	1,068

F-II-1

EX-99.4

Exhibit 99.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. No. 333-149725, No. 333-128362, No. 333-68785, No. 333-89595, No. 333-85609 and No. 333-170626) of Westwood One, Inc. of our report dated April 15, 2011, except for the effects of the discontinued operation discussed in Note 3 and subsequent events in Note 20 as to which the date is September 6, 2011, to the consolidated financial statements and financial statement schedule, which appear in this Form 8-K.

/s/ PricewaterhouseCoopers LLP

New York, New York

September 6, 2011

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. No. 333-149725, No. 333-128362, No. 333-68785, No. 333-89595, No. 333-85609 and No. 333-170626) of Westwood One, Inc. of our report dated March 31, 2010, except for the effects of the discontinued operation discussed in Note 3 and subsequent events in Note 20 as to which the date is September 6, 2011, as to which the date is September 6, 2011, to the consolidated financial statements and financial statement schedule, which appear in this Form 8-K.

/s/ PricewaterhouseCoopers LLP

New York, New York

September 6, 2011

XML



Consolidated Balance Sheets Parentheticals (USD $) In Thousands, except Per Share data	Dec. 31, 2010	Dec. 31, 2009
Current Assets:
Allowance for doubtful accounts	$ 143	$ 2,220
Stockholders' Equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	21,314,000	20,544,000
Common stock, shares outstanding	21,314,000	20,544,000
Common Class B [Member]
Stockholders' Equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	3,000,000	3,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

XML



Consolidated Statements of Operations (USD $) In Thousands, except Per Share data	3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 23, 2009	Dec. 31, 2009	Dec. 31, 2010	Dec. 31, 2008
Revenue	$ 63,996	$ 119,851	$ 196,986	$ 209,532
Operating costs	65,197	111,621	187,053	196,615
Depreciation and amortization	1,105	6,128	5,943	4,932
Corporate general and administrative expenses	4,092	9,822	11,076	15,001
Goodwill impairment	0	0	0	126,423
Restructuring charges	1,057	507	269	10,590
Special charges	12,699	3,033	5,448	11,624
Total expenses	84,150	131,111	209,789	365,185
Operating loss	(20,154)	(11,260)	(12,803)	(155,653)
Interest expense	1,331	2,726	7,624	10,633
Other (income) expense	(295)	(5)	1,688	(208)
Loss from continuing operations before income tax	(21,190)	(13,981)	(22,115)	(166,078)
Income tax benefit from continuing operations	(5,985)	(10,431)	(7,922)	(43,149)
Net loss from continuing operations	(15,205)	(3,550)	(14,193)	(122,929)
Net loss from discontinued operations, net of income taxes	(3,756)	(60,050)	(17,064)	(304,634)
Net loss	(18,961)	(63,600)	(31,257)	(427,563)
Net loss attributable to common stockholders	$ (22,037)	$ (145,148)	$ (31,257)	$ (430,644)
Common Stock
Continuing operations	$ (36.2)	$ (6.89)	$ (0.68)	$ (257.12)
Discontinued operations	$ (7.44)	$ (4.86)	$ (0.82)	$ (621.61)
Net income (loss)	$ (43.64)	$ (11.75)	$ (1.5)	$ (878.73)
Weighted average shares outstanding:
Basic and diluted	505	12,351	20,833	490
Common Class B [Member]
Common Stock
Continuing operations	$ 0.00	$ 0.00		$ 0.00
Discontinued operations	$ 0.00	$ 0.00		$ 0.00
Net income (loss)	$ 0.00	$ 0.00		$ 0.00
Weighted average shares outstanding:
Basic and diluted	1	0		1

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Income Taxes

12 Months Ended

Dec. 31, 2010

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

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

	Successor Company						Predecessor Company
				For the Period			For the Period
	Year Ended			April 24, 2009 to			January 1, 2009			Year Ended
	December 31, 2010			December 31, 2009			to April 23, 2009			December 31, 2008
Current:
Federal	$	(539	)	$	(2,253	)	$	(1,293	)	$	(7,239	)
State	12			(2,306		)	(1,323		)	(496		)
	(527		)	(4,559		)	(2,616		)	(7,735		)
Deferred:
Federal	(6,659		)	(4,189		)	(2,403		)	(28,384		)
State	(736		)	(1,683		)	(966		)	(7,030		)
	(7,395		)	(5,872		)	(3,369		)	(35,414		)
Income tax benefit	$	(7,922	)	$	(10,431	)	$	(5,985	)	$	(43,149	)

For the nine months ended September 30, 2009 and the year ended December 31, 2008, we understated liabilities in error related to uncertain income tax exposures, arising in the respective periods. These additional income tax exposures related primarily to deductions taken in state filings for which it is more likely than not that those deductions would not be sustained on their technical merits. The amounts of additional tax expense that should have been recorded related to this error was $7 in the 2009 successor period, $6 in the 2009 predecessor period and $139 in 2008. Such charges were corrected in the fourth quarter of 2009 as an increase to income tax expense and an adjustment to the opening goodwill in the Successor Company at April 24, 2009. We have determined that the impact of these adjustments recorded in the fourth quarter of fiscal 2009 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

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

	Successor Company				Predecessor Company
			For the Period		For the Period
	Year Ended		April 24, 2009 to		January 1, 2009		Year Ended
	December 31, 2010		December 31, 2009		to April 23, 2009		December 31, 2008
Federal statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State taxes net of federal benefit	0.6		7.1		2.4		3.0
Non-deductible portion of    goodwill impairment	—		—		—		(12.0	)
Other	0.2		32.5		(9.2	)	—
Effective tax rate	35.8	%	74.6	%	28.2	%	26.0	%

The 2008 effective income tax rate was impacted by the goodwill impairment charges which was substantially non-deductible for tax purposes.

Deferred income tax assets and liabilities 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 are as follows:

	December 31, 2010			December 31, 2009
Deferred tax liabilities:
Goodwill, intangibles and other	$	10,581		$	11,216
Deferred cancellation of debt income	26,910			27,497
Property and equipment	7,176			6,717
Investment	—			386
Other	4,599			181
Total deferred tax liabilities	49,266			45,997
Deferred tax assets:
Allowance for doubtful accounts	350			1,184
Deferred compensation	664			693
Equity based compensation	3,857			3,797
Accrued expenses and other	14,104			9,240
Federal and state net operating loss	12,510			17
Total deferred tax assets	31,485			14,931
Net deferred tax (liabilities)	$	(17,781	)	$	(31,066	)
Net deferred tax asset -- current	$	6,407		$	3,048
Net deferred tax (liability) - long-term	$	(24,188	)	$	(34,114	)

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 allowed us to carryback net operating losses through 2009. Also, we have taxable temporary differences that can be used as a source of income in the future. As such, no valuation allowance was recorded during the year ended December 31, 2010 or 2009. We will continue to assess the need for a valuation allowance at each future reporting period.

We classify interest expense and penalties related to unrecognized tax benefits as income tax expense. The accrued interest and penalties were $1,687 and $1,415 at December 31, 2010 and 2009, respectively. For the year-ended December 31, 2010, 2009 and 2008, we recognized $273, ($994) and $469 of interest and penalties, respectively. Unrecognized tax benefit activity is as follows:

	Unrecognized
	Tax Benefit
Predecessor Company
Balance at January 1, 2008	$	6,273
Additions for current period tax positions	233
Additions for prior years tax positions	94
Settlements	(149		)
Reductions related to expiration of statue of limitations	(157		)
Balance at December 31, 2008	6,294
Additions for current period tax positions	—
Additions for prior years tax positions	—
Settlements	—
Reductions related to expiration of statue of limitations	—
Balance at April 23, 2009	$	6,294
Successor Company
Balance at April 24, 2009	$	6,294
Reductions for current period tax positions	(541		)
Additions for prior years tax positions	1,296
Settlements	(2,599		)
Reductions related to expiration of statue of limitations	(1,973		)
Balance at December 31, 2009	2,477
Additions for current period tax positions	136
Reductions for prior years tax positions	(24		)
Settlements	(93		)
Reductions related to expiration of statue of limitations	(1		)
Balance at December 31, 2010	$	2,495

The amount of unrecognized tax benefits that will reverse within the next twelve months is estimated at $1,248. 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 2004. During 2009, we settled our audit with the State of New York related primarily to filing positions through 2006. During 2010, we settled our audit with the State of Minnesota for the years 2005 through 2008. With few exceptions, we are no longer subject to state and local income tax examinations in other jurisdictions by tax authorities for years before 2004.

During 2009, we reported a federal net operating loss of approximately $36,972, for which we filed a federal carryback claim. Accordingly, we recorded an income tax receivable of $12,355 and subsequently received the federal refund of $12,940. At December 31, 2010, we have available for federal income tax purposes a net-operating loss carry-forward of approximately, $29,481, of which approximately $946 relates to discontinued operations, expiring in 2031 that can be used to offset future taxable income. We also have for state income tax purposes net operating loss carry-forwards of approximately $4,484, of which approximately $3,986 relates to discontinued operations, expiring at various times between 2013 and 2031 that can be used to offset future taxable income.

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Document and Entity Information In Thousands	12 Months Ended
	Dec. 31, 2010	Aug. 01, 2011
Document Information [Line Items]
Entity Registrant Name	WESTWOOD ONE INC /DE/
Entity Central Index Key	0000771950
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	8-K
Document Period End Date	Dec. 31, 2010
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q4
Amendment Flag	false
Entity Common Stock, Shares Outstanding		22,601,972
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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Subsequent Events

12 Months Ended

Dec. 31, 2010

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Events

Subsequent to December 31, 2010, Gores satisfied the $10,000 Gores equity commitment by purchasing 1,186 shares of common stock at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price, pursuant to the purchase agreement, dated August 17, 2010, between Gores and us. Gores percentage ownership after this purchase is approximately 76.4% (see Note 4 - Related Parties, Note 9 - Debt and Note 11 - Stockholders' (Deficit) Equity - Common and Preferred Stock).

On April 12, 2011, we entered into an amendment to our debt agreements with our lenders because our projections indicated that we would likely not attain sufficient Adjusted EBITDA (as defined in our lender agreements) to comply with our then existing debt leverage covenants in certain fiscal quarters of 2011. As a result of negotiations with our lenders, we entered into a waiver and fourth amendment to the Securities Purchase Agreement which resulted in our previously existing maximum senior leverage ratios (expressed as the principal amount of Senior Notes over our Adjusted EBITDA (as defined in our lender agreements) measured on a trailing, four-quarter basis) of 11.25, 11.0 and 10.0 times for the first three quarters of 2011 being replaced by a covenant waiver for the first quarter of 2011 and minimum LTM EBITDA thresholds of $4,000 and $7,000, for the second and third quarters of 2011. Debt leverage covenants for the last quarter of 2011 and the first two quarters in 2012 (the Senior Notes mature on October 15, 2012) remain unchanged. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to reflect a change to minimum LTM EBITDA thresholds and maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the minimum LTM EBITDA thresholds of $4,000 and $7,000 for the second and third quarters of 2011 in the Securities Purchase Agreement (applicable to the Senior Notes) are $3,400 and $5,950, respectively, in the Credit Agreement (governing the Senior Credit Facility). In connection with this amendment, Gores agreed to fully subordinate the Senior Notes it holds (approximately $10,222 which is listed under “due to Gores”) to the Senior Notes held by the non-Gores holders, including in connection with any future pay down of Senior Notes from the proceeds of any asset sale), a 5% leverage fee will be imposed effective October 1, 2011 and we agreed to report the status of any M&A discussions/activity on a bi-weekly basis. Notwithstanding the foregoing, if at any time, the Company provides satisfactory documentation to its lenders that its debt leverage ratio for any LTM period complies with the following debt covenant levels for the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50, and provided more than 50% of the outstanding amount of non-Gores Senior Notes (i.e., Senior Notes held by the non-Gores holders) shall have been repaid as of such date, then the 5% leverage fee would be eliminated on a prospective basis. The foregoing levels represent the same covenant levels set forth in the Second Amendment to the Securities Purchase Agreement entered into on March 30, 2010, except that the debt covenant level for June 30, 2011 was 5.50 in the Second Amendment. As part of the waiver and fourth amendment, the Company agreed it would need to comply with a 5.00 covenant level on June 30, 2011, on an LTM basis, for the 5% leverage fee to be eliminated. The 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. The fee shall be payable on the earlier of maturity (July 15, 2012) or the date on which the Senior Notes are paid. Interest shall accrue on such fee beginning October 1, 2011 until such amount is paid in full. Accrued and unpaid leverage fee amounts shall be added to the principal amount of the Senior Notes at the end of each calendar quarter (as is the case with PIK interest on the Senior Notes which accretes to the principal amount on a quarterly basis).

On July 29, 2011, we signed and closed the sale of our 24/7 formats for $4,950 by entering into an Asset Purchase Agreement with Excelsior Radio Networks, LLC (“Excelsior”). This transaction was effected pursuant to the exercise by Excelsior of its call option under the Management Agreement entered into between Westwood One Radio Networks, Inc., one of our wholly-owned subsidiaries, and Excelsior Radio Networks, Inc. (predecessor of Excelsior) on May 23, 2006. Under the Management Agreement, we engaged Excelsior as our exclusive representative with respect to the day-to-day operations of the 24/7 formats in exchange for an annual license fee.

On July 30, 2011, we, Radio Network Holdings, LLC, a Delaware corporation and a newly formed wholly-owned subsidiary of ours (“RNH”), and Verge Media Companies, Inc., a Delaware corporation (“Verge”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, Verge will merge with and into RNH, with RNH surviving as a wholly-owned subsidiary of us (the “Merger”). The Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, have been approved by our Board of Directors, the Verge Board of Directors, and by us, in our capacity as sole member of RNH. In addition, in connection with the Merger Agreement, Gores, as owner of 76.2% of our common stock, delivered to Verge a written consent approving the Merger Agreement. Completion of the Merger is subject to customary conditions, including, among others: (1) completion of the debt financing for the transaction, (2) receipt of required regulatory approvals, (3) the absence of legal impediments to the Merger, (4) the expiration or early termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any required approvals thereunder, (5) the absence of certain material adverse changes or events, (6) the accuracy of the other party's representations and warranties and (7) there not being holders of more than 3% of the outstanding shares of Verge common stock properly exercising appraisal rights.

The Merger Agreement may be terminated by (1) mutual consent of Westwood and Verge, (2) Westwood or Verge if the Merger has not be completed by October 28, 2011, (3) Westwood or Verge if the Merger has been permanently enjoined or declared illegal, (4) Westwood or Verge upon certain breaches of the Merger Agreement by the other party or (5) by Westwood if it receives a unsolicited Superior Proposal (as defined in the Merger Agreement) on or before August 26, 2011 and Westwood's board of directors believes it is required to terminate the Merger Agreement pursuant to its fiduciary duties.

If the Merger is completed we will issue approximately 34.4 million shares of our unregistered Class B common stock to Verge's stockholders, and Verge's stockholders are expected to hold approximately 59% of the common stock of the combined company after the Merger. This expectation is based on preliminary estimates which may materially change. The proposed merger will be accounted for as reverse acquisition. If the Board elects to terminate the Merger Agreement because we receive an unsolicited superior proposal and other conditions related there to are met, we will owe a significant termination fee to Verge and we will not recognize the anticipated benefits of the Merger.

On July 22, 2011, we entered into a seventh amendment to our Credit Agreement for the sole purpose of eliminating provisions with respect to the Sponsor Letter of Credit (as defined in the Credit Agreement), which is the letter of credit that was previously required to be posted by Gores in connection with its guaranty of the Credit Facility.

On August 30, 2011, we entered into an Eighth Amendment to our Credit Agreement and Seventh Amendment to our Securities Purchase Agreement, each for the sole purpose of extending the maturity date of the debt represented by each such agreement from July 15, 2012 to October 15, 2012.  The Senior Notes held by Gores were also amended to reflect the October 15, 2012 maturity date.

On August 2, 2011, we repaid $8,000 of our revolving credit facility leaving an outstanding balance of $7,000 thereunder as of such date.

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Goodwill

12 Months Ended

Dec. 31, 2010

Goodwill [Abstract]

Goodwill Disclosure [Text Block]

Goodwill

Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with authoritative guidance, 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. 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, and long-lived assets which testing could impact the value of our business.

As a result of the Refinancing, we have followed the acquisition method of accounting, as described by the authoritative guidance. Accordingly, we have revalued our assets and liabilities using our best estimate of current fair value which was calculated using the income approach and were based on our then most current forecast. The assumptions underlying our forecasted values were derived from our then best estimates including the industry's general forecast of the advertising market which assumed an improvement in the economy and in advertising market conditions in the later half of 2009. The majority of goodwill is not expected to be tax deductible. The increase in the value of goodwill was primarily attributable to deferred taxes associated with the fair value of our intangible assets (see Note 7 - Intangible Assets) and deferred taxes arising from the cancellation of our prior indebtedness. Our consolidated financial statements prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while the periods subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the fair values which were allocated to our segments based on the Business Enterprise Value of each.

Based on the complex structure of the Refinancing, a valuation was performed to determine the acquisition price using the Income Approach employing a Discounted Cash Flow (DCF) methodology. The DCF method explicitly recognizes that the value of a business enterprise is equal to the present value of the cash flows that are expected to be available for distribution to the equity and/or debt holders of a company. In the valuation of a business enterprise, indications of value are developed by discounting future net cash flows available for distribution to their present worth at a rate that reflects both the current return requirements of the market and the risk inherent in the specific investment.

As part of our annual impairment test of goodwill and indefinite lived intangible assets at December 31, 2010, we performed a Step 1 analysis by comparing our calculated fair value based on our forecast to our current carrying value of each of the reporting units. The results indicated a potential impairment of Network Radio and we performed a Step 2 analysis to compare the implied fair value of goodwill with the carrying value of goodwill. As a result of the Step 2 analysis we determined that goodwill was not impaired as of December 31, 2010. In connection with the Income Approach portion of the 2010 exercise, we made the following assumptions: (1) the discount rate used was 10%; (2) management's estimates of future performance of our operations; and (3) a terminal growth rate of 3%.

In 2009 in our discontinued operations, the Metro Traffic television upfronts (where advertisers purchase commercial airtime for the upcoming television season several months before the season begins), which in prior years concluded in the second quarter, were extended through August to complete the upfront advertising sales. During this period, advertisers were slow to commit to buying commercial airtime for the third quarter of 2009. We believed that the conclusion of the Metro Traffic television upfronts would help bring more clarity to both purchasers and sellers of advertising; however, once such upfronts concluded in August, it became increasingly evident from our quarterly bookings, backlog and pipeline data that the downturn in the economy was continuing and affecting advertising budgets and orders.

In 2009 in our discontinued operations, the Metro Traffic television upfronts (where advertisers purchase commercial airtime for the upcoming television season several months before the season begins), which in prior years concluded in the second quarter, were extended through August to complete the upfront advertising sales. During this period, advertisers were slow to commit to buying commercial airtime for the third quarter of 2009. We believed that the conclusion of the Metro Traffic television upfronts would help bring more clarity to both purchasers and sellers of advertising; however, once such upfronts concluded in August, it became increasingly evident from our quarterly bookings, backlog and pipeline data that the downturn in the economy was continuing and affecting advertising budgets and orders. The decrease in advertising budgets and orders is evidenced by its revenue decreasing to $78,474 in the third quarter of 2009 from $96,299 in the third quarter of 2008, which represents a decrease of approximately 18.5%. These conditions, namely the weak third quarter of 2009 and the likely continuation of the current economic conditions into the fourth quarter of 2009 and the immediate future, caused us to reduce our forecasted results for the remainder of 2009 and 2010. We believe these new forecasted results constituted a triggering event and therefore we conducted a goodwill impairment analysis. The new forecast would more likely than not reduce the fair value of one or more of our reporting units below its carrying value. Accordingly, we performed a Step 1 analysis in accordance with the authoritative guidance by comparing our recalculated fair value based on our new forecast to our current carrying value. The results did not indicate an impairment in our continuing operations. The results indicated an impairment in discontinued operations and we performed a Step 2 analysis to compare the implied fair value of goodwill for Metro Traffic with the carrying value of its goodwill. As a result of the Step 2 analysis we recorded a non-cash charge to discontinued operations of $50,401.

In 2009, we used a multi-year DCF model to derive a Total Invested Capital value which was adjusted for cash, non-operating assets and any negative net working capital to calculate a Business Enterprise Value which was then used to value our equity. In connection with the Income Approach portion of this exercise, we made the following assumptions: (1) the discount rate was based on an average of a range of scenarios with rates between 15% and 16%; (2) management's estimates of future performance of our operations; and (3) a terminal growth rate of 2%. The discount rate and market growth rate reflect the risks associated with the general economic pressure impacting both the economy in general and more specifically and substantially the advertising industry.

In 2008, we determined that our goodwill was impaired and recorded impairment charges totaling $126,423 ($60,563 in the second quarter and $65,860 in the fourth quarter). The remaining value of our goodwill at December 31, 2008 was $10,196. We also recorded goodwill impairment in discontinued operations of $303,703

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 using the income approach to test goodwill for impairment as of December 31, 2008, we made the following assumptions: (1) the discount rate was 14%; (2) market growth rates were based upon management's estimates of future performance and (3) 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 $60,563. The goodwill impairment charge is substantially non-deductible for tax purposes. In connection with the income approach portion of the goodwill impairment test as of June 30, 2008, we used the following assumptions: (1) the discount rate was 12%; (2) market growth rates that were based upon management's estimates of future performance of our operations and (3) 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.

As noted above, we are required 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 the future.

The changes in the carrying amount of goodwill for continuing operations for the years ended December 31, 2010 and 2009 are as follows:

Predecessor Company
Balance at January 1, 2008	$	136,619
Goodwill impairment	(126,423		)
Balance at December 31, 2008	10,196
Balance at April 23, 2009	$	10,196
Successor Company
Balance at April 24, 2009	$	25,060
Adjustment to opening balance (1)	852
Goodwill impairment	—
Balance at December 31, 2009	25,912
	(116		)
Balance at December 31, 2010	$	25,796
Adjustment to opening balance (2)
Goodwill	$	25,796
Accumulated impairment losses from April 24, 2009 to December 31, 2010	—
Balance at December 31, 2010	$	25,796

(1) We recorded an adjustment to goodwill in December 2009 related to our liability for uncertain tax positions $1,113 as of April 23, 2009. In the 23-day period ended April 23, 2009, we recorded a charge to special charges for insurance expense of $261, which should have been capitalized and expensed through April 30, 2010. The appropriate adjustments, including an adjustment to our opening balance of goodwill at April 24, 2009, were recorded in the period from April 24, 2009 to December 31, 2009.

(2) On March 31, 2010, we recorded a prior period adjustment of $116 to decrease goodwill related to a correction of our current liabilities as of April 24, 2009.

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SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Level 1 (Notes)

12 Months Ended

Dec. 31, 2010

Schedule II Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

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
Successor Company
2010	$	2,220	$	86		(2,163		)	$	143
4/24/2009 to 12/31/2009	—		2,172			48			2,220
Predecessor Company
1/1/2009 to 4/23/2009	1,068		(24		)	(210		)	834
2008	$	1,211	(112		)	$	(31	)	$	1,068

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Quarterly Results of Operations Level 1 (Notes)

12 Months Ended

Dec. 31, 2010

Quarterly Financial Information [Abstract]

Quarterly Financial Information [Text Block]

Quarterly Results of Operations (unaudited)

The unaudited quarterly results of operations for the years ended December 31, 2010 and the periods April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 are as follows:

Successor Company
	2010
	First			Second			Third			Fourth			For the
	Quarter			Quarter			Quarter			Quarter			Year
Net revenue	$	55,575		$	40,036		$	44,224		$	57,151		$	196,986
Operating loss	(2,232		)	(2,589		)	(2,370		)	(5,612		)	(12,803		)
Net loss from continuing operations	(1,403		)	(2,765		)	(4,468		)	(5,557		)	(14,193		)
Net loss	(6,723		)	(5,418		)	(7,239		)	(11,877		)	(31,257		)
Basic and diluted loss per share:
Net loss from continuing operations	$	(0.07	)	$	(0.13	)	$	(0.21	)	$	(0.27	)	$	(0.68	)
Net loss	$	(0.33	)	$	(0.26	)	$	(0.35	)	$	(0.56	)	$	(1.50	)
	For the period			2009			2009			For the period
	April 24, 2009 to			Third			Fourth			April 24, 2009 to
	June 30, 2009			Quarter			Quarter			December 31, 2009
Net revenue	$	27,351		$	40,448		$	52,052		$	119,851
Operating loss	$	(4,146	)	$	(60,135	)	$	53,021		$	(11,260	)
Net loss from continuing operations	$	(167	)	$	(9,419	)	$	6,036		$	(3,550	)
Net loss	$	(6,184	)	$	(53,549	)	$	(3,867	)	$	(63,600	)
Basic and diluted (loss) income per share Common Stock
Net (loss) income from continuing operations	$	(0.33	)	$	(0.72	)	$	0.30		$	(6.89	)
Net loss	$	(18.85	)	$	(10.03	)	$	(0.19	)	$	(4.86	)
Basic and diluted loss    per share Class B Stock
Net (loss) income from continuing operations	$	—		$	—		$	—		$	—
Net loss	$	—		$	—		$	—		$	—
Predecessor Company
				2009			For the period			For the period
				First			April 1, 2009 to			January 1, 2009 to
				Quarter			April 23, 2009			April 23, 2009
Net revenue				$	51,184		$	12,812		$	63,996
Operating loss				$	(19,604	)	$	(4,129	)	$	(20,154	)
Net loss from continuing    operations				$	(9,211	)	$	(5,994	)	$	(15,205	)
Net loss				$	(15,186	)	$	(3,775	)	$	(18,961	)
Basic and diluted loss per share Common Stock
Net loss from continuing operations				$	(18.80	)	$	(11.87	)	$	(36.20	)
Net loss				$	(33.95	)	$	(10.67	)	$	(43.64	)
Basic and diluted loss per share Class B Stock
Net loss from continuing operations				$	—		$	—		$	—
Net loss				$	—		$	—		$	—

For the year ended December 31, 2009, we understated our income tax receivable asset due to an error in how the deductibility of certain costs for the twelve months ended December 31, 2009 was determined. This resulted in an additional income tax benefit of $590, recorded in the three months ended March 31, 2010 and the twelve months ended December 31, 2010, that should have been recorded in the successor period ended December 31, 2009. We overstated accounts receivable at December 31, 2009 by $250 in connection with our failure to record a billing adjustment as a result of a renegotiated customer contract and understated accrued expenses for certain general and administrative costs incurred by $278 at December 31, 2009. We understated accrued liabilities at December 31, 2009 by $375 in connection with our failure to record an employment claim settlement related to an employee termination that occurred prior to 2008, but which was probable and estimable as of December 31, 2009. We understated our program and operating liabilities by $428 in the predecessor period ended April 23, 2009 and adjusted our opening balance sheet and goodwill accordingly. We determined that the impact of these adjustments recorded in the first quarter of fiscal 2010 were immaterial to our results of operations in all applicable prior interim and annual periods. In addition to the foregoing, we understated accrued liabilities at December 31, 2009 by $218 in connection with our payroll, but which was probable and estimable as of December 31, 2009. We determined that the impact of this adjustment recorded in the third quarter of fiscal 2010 was immaterial to our results of operations in all applicable prior interim and annual periods. For the year ended December 31, 2009, we understated our current liabilities for discontinued operations in error by $964 in connection with recording certain Metro Traffic revenue, which was overstated in that period.  We increased loss from discontinued operations by $964 during the first quarter of 2010 to correct the current liabilities for discontinued operations balance as of December 31, 2010.  We determined that the impact of this adjustment recorded in the fourth quarter of 2010 was immaterial to our results of operations in all applicable prior interim and annual periods.  As a result, we have not restated any prior period amounts.

For the nine months ended September 30, 2009, we understated liabilities in error related to uncertain income tax exposures, arising in the respective periods. These additional income tax exposures related primarily to deductions taken in state filings for which it is more likely than not that those deductions would not be sustained on their technical merits. The amounts of additional tax expense that should have been recorded related to this error was $82 in the 2009 successor period and $68 in the 2009 predecessor period. Such charges totaling $3,247 were corrected in the fourth quarter of 2009 as an increase to income tax expense of $82, and an adjustment to the opening goodwill of $3,165 in the Successor Company at April 24, 2009. We have determined that the impact of these adjustments recorded in the fourth quarter of fiscal 2009 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

In the 23-day period ended April 23, 2009, we determined that we had incorrectly recorded a credit to interest expense, which should have been recorded in the three month period ended March 31, 2009, for the settlement of an amount owed to a former employee. We determined that this error was not significant to any prior period results and accordingly reduced the 23-day period's interest expense by $754. Also in the period ended April 23, 2009, we determined that we incorrectly calculated the accretion of our preferred shares to redemption value which should have been recorded in the three-month period ended March 31, 2009. We determined that this error was not significant to any prior results and did not affect our net (loss) income. However, it did reduce the 23-day period's net loss attributable to common stockholders by $1,262. Also in the 23-day period ended April 23, 2009, we recorded a charge to special charges for insurance expense of $261 (see Note 6 - Goodwill for additional information).

For the period April 24, 2009 to June 30, 2009, we failed to record the added depreciation expense for the increase in fixed assets values associated with our purchase accounting. The amount of depreciation expense that should have been recorded in the period ended June 30, 2009 was $401. This amount was recorded in the three months ended September 30, 2009. Additionally, for the period ended June 30, 2009, we failed to accrue severance costs of $145 for employees terminated in June 2009. Such charge was recorded in the three months ended September 30, 2009.

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.

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Stockholders' (Deficit) Equity - Common and Preferred Stock Level 1 (Notes)

12 Months Ended

Dec. 31, 2010

Stockholders' (Deficit) Equity - Common and Preferred Stock [Abstract]

Preferred Stock [Text Block]

Stockholders' (Deficit) Equity - Common and Preferred Stock

On December 31, 2008, our authorized capital stock consisted of common stock, Class B stock and Series A Preferred Stock. At such time, our common stock was entitled to one vote per share while Class B stock was entitled to 50 votes per share. Class B stock was convertible to common stock on a share-for-share basis. As of December 31, 2010, we have only common stock outstanding.

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 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.

On April 23, 2009, as part of the Refinancing, we entered into a Purchase Agreement with Gores pursuant to which Gores purchased 25 shares of Series B Preferred Stock for an aggregate purchase price of $25,000. In exchange for the then outstanding shares of Series A Preferred Stock held by Gores, we issued 75 shares of Series A-1 Preferred Stock. On such date, our participating debt holders exchanged their outstanding debt for: (1) $117,500 of Senior Notes, (2) 34,962 shares of Series B Preferred Stock and (3) a one-time cash payment of $25,000.

On July 9, 2009, Gores converted 3.5 shares of Series A-1 Preferred Stock into 103,513 shares of common stock (such number does not take into account the 200 for 1 reverse stock split).  Also on July 9, 2009, pursuant to the terms of our Certificate of Incorporation, the 292 outstanding shares of our Class B stock were automatically converted into 292 shares of common stock (such number does not take into account the 200 for 1 reverse stock split) because as a result of the aforementioned conversion by Gores, the voting power of the Class B stock, as a group, fell below ten percent of the aggregate voting power of issued and outstanding shares of common stock and Class B stock.

On August 3, 2009 at a special meeting of stockholders, certain amendments to our Charter were approved by our stockholders. Such amendments consist of an increase in the number of authorized shares of our common stock from 300,000 to 5,000,000 and a two hundred to one (200 for 1) reverse stock split which was approved and effective on August 3, 2009. Accordingly, the reverse stock split is reflected retrospectively in EPS for all periods presented herein. As contemplated by the terms of our Refinancing, the 71.5 then outstanding shares of Series A-1 Preferred Stock and the 60.0 outstanding shares of Series B Preferred Stock converted into 3,856,184 shares of our common stock, in the aggregate, pursuant to the terms of the Certifications of Designation for the Series A-1 Preferred Stock and Series B Preferred Stock.

On September 7, 2010, Gores purchased 770 shares of common stock for $5,000. Subsequent to December 31, 2010, Gores satisfied the $10,000 Gores equity commitment by purchasing 1,186 shares of common stock at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price, pursuant to the purchase agreement, dated August 17, 2010, between Gores and us.

In accordance with the authoritative guidance, the Series A Preferred Stock is required to be classified as mezzanine equity because a change on control of the Company could occur without our approval. Accordingly, the redemption of the Series A Preferred Stock was not solely under our control. When the Series A Preferred Stock was outstanding, we determined that such redemption was probable and, accordingly, accreted up to the redemption value of the Series A Preferred Stock.

In accordance with the authoritative guidance, the Series A-1 Preferred Stock and Series B Preferred Stock was also required to be classified as mezzanine equity because the redemption of these instruments was outside of our control.

We have recorded the Preferred Stock at fair value as of the date of issuance and have subsequently accreted changes in the redemption value from the date of issuance to the earliest redemption date using the interest method.

In connection with the Refinancing and the issuance of the Preferred Stock, we had determined that the Preferred Stock contained a BCF that was partially contingent. The BCF is measured as the spread between the effective conversion price and the market price of common stock on the commitment date and then multiplying this spread by the number of conversion shares, as adjusted for the contingent shares. A portion of the BCF had been recognized at issuance and was being amortized using the effective yield method over the period until conversion. The total BCF, which was limited to the carrying value of the Preferred Stock, was $76,887, prior to conversion and upon conversion resulted in, among other effects, a deemed dividend that is included in the earnings per share calculation.

The changes in the carrying amount of Preferred Stock were as follows:

Predecessor Company
	Series A					Series A-1					Series B
	Shares		Book Value			Shares		Book Value			Shares		Book Value
Balance at January 1, 2008	—		—			—		—			—		—
Issuance of Series A Preferred Stock	75.0		70,657			—		—			—		—
Preferred Stock accretion	—		3,081			—		—			—		—
Balance at January 1, 2009	75.0		73,738			—		—			—		—
Preferred Stock accretion	—		6,157			—		—			—		—
Balance at April 23, 2009	75.0		$	79,895		—		—			—		—
Successor Company
Balance at April 24, 2009	75.0		$	79,895		—		$	—		—		$	—
April 24, 2009 transactions:
Exchange Series A-1 for Series A	(75.0	)	(79,895		)	75.0		43,070			—		—
Gores purchase of Series B	—		—			—		—			25.0		14,099
Refinancing issuance of Series B	—		—			—		—			35.0		19,718
Preferred Stock accretion	—		—			—		2,658			—		2,003
July 9, 2009 conversion to    common shares	—		—			(3.5	)	(2,101		)	—		—
August 3, 2009 conversion to    common shares	—		—			(71.5	)	(43,627		)	(60.0	)	(35,820		)
Beneficial Conversion Feature	—		—			—		43,070			—		33,817
Beneficial Conversion     Feature accretion	—		—			—		(43,070		)	—		(33,817		)
Balance at December 31, 2009	—		$	—		—		$	—		—		$	—

There were no shares of Preferred Stock outstanding during or as of the year ended December 31, 2010.

From December 15, 1998 until our trading suspension on November 24, 2008 and subsequent delisting on March 16, 2009, our common stock was traded on the New York Stock Exchange under the symbol “WON”. On November 20, 2009, we listed our common stock on the NASDAQ Global Market under the symbol “WWON”. In the intervening period, our common stock was traded on the Over the Counter Bulletin Board under the ticker “WWOZ.”

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Earnings Per Share Level 1 (Notes)

12 Months Ended

Dec. 31, 2010

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Earnings Per Share

Prior to the Refinancing, we had outstanding two classes of common stock (common stock and Class B stock) and a class of preferred stock (7.5% 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 were convertible into common stock. To the extent declared by our Board of Directors (the “Board”), the common stock was 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 was also entitled to receive such dividends on an as-converted basis if and when declared by the Board.

As part of the Refinancing, we issued Series A-1 Preferred Stock and Series B Preferred Stock. To the extent declared by our Board, the Series A-1 Preferred Stock and Series B Preferred Stock were also entitled to receive such dividends on an as-converted basis. The Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock are considered “participating securities” requiring use of the “two-class” method for the computation of basic net income (loss) per share. Losses were not allocated to the Series A Preferred Stock, Series A-1 Preferred Stock or Series B Preferred Stock in the computation of basic earnings per share (“EPS”) as the Series A Preferred Stock, Series A-1 Preferred Stock and the Series B Preferred Stock were not obligated to share in losses. Diluted earnings per share are computed using the “if-converted” method.

Basic 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 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 reflect 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 share assumes the exercise of stock options using the treasury stock method and the conversion of Class B stock, Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock using the “if-converted” method.

Common equivalent shares are excluded in periods in which they are anti-dilutive. Options, restricted stock, restricted stock units (“RSUs”), warrants (see Note 12 - Equity-Based Compensation) and Series A Preferred Stock were excluded from the Predecessor Company calculations of diluted earnings per share because the conversion price, combined exercise price, unamortized fair value and excess tax benefits were greater than the average market price of our common stock for the periods presented. Options, restricted stock, RSUs, warrants, Series A-1 Preferred Stock and Series B Preferred Stock were excluded from the Successor Company calculations of diluted earnings per share because the conversion price, combined exercise price, unamortized fair value and excess tax benefits were greater than the average market price of our common stock for the periods presented. EPS calculations for all periods reflect the effects of the 200 for 1 reverse stock split.

The conversion of preferred stock that occurred on August 3, 2009 increased the number of shares of common stock issued and outstanding from 206,263 to 4,062,466 on a pre-split basis, which was reduced to 20,312 shares after the 200 for 1 reverse stock split. While such technically resulted in substantial dilution to our common stockholders, the ownership interest of each of our common stockholders did not change substantially after the conversion of the Preferred Stock into common stock as the Preferred Stock that was issued on April 23, 2009 when our Refinancing closed from the time of its issuance participated on an as-converted basis with respect to voting, dividends and other economic rights as the common stock. Effective August 3, 2009, when the Charter Amendments were approved, the warrants issued to Gores on June 19, 2008 were cancelled.

In connection with the Refinancing and the issuance of the preferred shares, we had determined that the preferred shares contained a beneficial conversion feature (“BCF”) that was partially contingent. The BCF was measured as the spread between the effective conversion price and the market price of common stock on the commitment date and then multiplying this spread by the number of conversion shares, as adjusted for the contingent shares. A portion of the BCF had been recognized at issuance and was being amortized using the effective yield method over the period until conversion. The total BCF, which was limited to the carrying value of the preferred stock, was $76,887, prior to conversion and upon conversion resulted in, among other effects, a deemed dividend that was included in the earnings per share calculation.

	Earnings Per Share
	Successor Company						Predecessor Company
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Year Ended December 31, 2008
Net loss from continuing operations	$	(14,193	)	$	(3,550	)	$	(15,205	)	$	(122,929	)
Loss from discontinued operations, net of income tax	(17,064		)	(60,050		)	(3,756		)	(304,634		)
Net loss	(31,257		)	(63,600		)	(18,961		)	(427,563		)
Less: Accumulated Preferred Stock dividends	—			(81,548		)	(3,076		)	(3,081		)
Undistributed losses	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Earnings -- Common stock
Basic
Undistributed (losses) allocated to Common stockholders	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Total (losses) -- Common stock, basic	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Diluted
Undistributed (losses) allocated to Common stockholders	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Total (losses) -- Common stock, diluted	$	(31,257	)	$	(145,148	)	$	(22,037	)	$	(430,644	)
Weighted average Common shares outstanding, basic	20,833			12,351			505			490
Weighted average Common shares outstanding, diluted	20,833			12,351			505			490
Loss per Common share, basic
Undistributed (losses) - basic	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Total	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Loss per Common share, diluted
Undistributed (losses) -- diluted	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Total	$	(1.50	)	$	(11.75	)	$	(43.64	)	$	(878.73	)
Loss per share -- Class B Stock
Total loss -- Class B Stock, basic				$	—		$	—		$	—
Total loss - Class B Stock, diluted				$	—		$	—		$	—
Weighted average Class B    shares outstanding:
Basic				—			1			1
Diluted				—			1			1
Earnings per Class B share, basic				$	—		$	—		$	—
Earnings per Class B share, diluted				$	—		$	—		$	—

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Acquisitions and Investments Level 1 (Notes)

12 Months Ended

Dec. 31, 2010

Acquisitions [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisitions and Investments

On October 28, 2005, we became a limited partner of 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. This agreement was extended to December 31, 2011 on December 31, 2010. 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, 2010 was de minimis. Pursuant to the terms of a 2006 recapitalization, if and when one of the other partners elects to exercise warrants it received in connection with the transaction, our limited partnership interest in POP Radio will decrease from 20% to 6%. As of December 31, 2010, these warrants were outstanding.

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Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2010

Comprehensive Income [Abstract]

Comprehensive Income (Loss) Note [Text Block]

Comprehensive (Loss) Income

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

	Successor Company						Predecessor Company
				For the Period			For the Period
	Year Ended			April 24, 2009 to			January 1, 2009			Year Ended
	December 31, 2010			December 31, 2009			to April 23, 2009			December 31, 2008
Net loss	$	(31,257	)	$	(63,600	)	$	(18,961	)	$	(427,563	)
Unrealized (loss) gain on marketable securities, net effect of realized gains and income taxes(1)	(111		)	111			219			(5,688		)
Comprehensive loss	$	(31,368	)	$	(63,489	)	$	(18,742	)	$	(433,251	)

(1) During the year ended December 31, 2010, we sold marketable securities for total proceeds of approximately $886 and realized a gain of $98, which is included as a component of other expense (income) in the Consolidated Statement of Operations. 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 included as a component of loss from discontinued operations in the Consolidated Statement of Operations.

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Debt

12 Months Ended

Dec. 31, 2010

Debt [Abstract]

Debt Disclosure [Text Block]

Debt:

Our current financial condition has caused us to obtain waivers to the agreements governing our indebtedness and to institute certain cost saving measures. If our financial condition does not improve, we may need to take additional actions designed to respond to or improve our financial condition and we cannot assure you that any such actions would be successful in improving our financial position. As a result of our current financial position we have taken certain actions designed to respond to and improve our current financial position.

On April 23, 2009, we closed the Refinancing and entered into our Securities Purchase Agreement and a Senior Credit Facility. At the time of the Refinancing, the Senior Credit Facility included a $20,000 unsecured non-amortizing term loan and a $15,000 revolving credit facility that included a $2,000 letter of credit sub-facility, on a senior unsecured basis. Our existing debt of $146,629 consists of: $111,629 under the Senior Notes maturing October 15, 2012 (which includes $10,222 due to Gores) and the Senior Credit Facility, consisting of a $20,000 unsecured, non-amortizing term loan and a $20,000 revolving credit facility (of which $15,000 was outstanding on December 31, 2010). The term loan and revolving credit facility (i.e., the “Senior Credit Facility”) mature on October 15, 2012 and are guaranteed by subsidiaries of the Company and Gores. At the time of the Refinancing, the Senior Notes bore interest at 15.0% per annum, payable 10% in cash and 5% PIK interest. The PIK interest accretes and is added to principal quarterly, but is not payable until maturity. As of December 31, 2010 and 2009, the accrued PIK interest was $10,161 and $4,427, respectively. Loans under our existing Credit Agreement (which govern the Senior Credit Facility) bear interest at our option at either LIBOR plus 4.5% per annum (with a LIBOR floor of 2.5%) or a base rate plus 4.5% per annum (with a base rate floor of the greater of 3.75% and the one-month LIBOR rate).

Since the time of our Refinancing, we have entered into three amendments to our debt agreements with our lenders (on October 14, 2009, March 30, 2010 and August 17, 2010, respectively). In each case, our underperformance against our financial projections caused us to reduce our forecasted results. With the exception of our revised projections at the time of our October 2009 amendment (where we requested and received a waiver of our covenant to be measured on December 31, 2009, on a trailing four-quarter basis), our projections have indicated that we would attain sufficient Adjusted EBITDA to comply with the debt leverage covenants then in place. Notwithstanding this, in both of the 2010 amendments, management did not believe there was sufficient cushion in our projections of Adjusted EBITDA to predict with any certainty that we would satisfy such covenants given the unpredictability in the economy and our business. Additionally, given our constrained liquidity on June 30, 2010 and our revised projections in place at such time, management believed it was prudent to renegotiate amendments to our debt agreements to enhance our available liquidity in addition to modifying our debt leverage covenants. These negotiations resulted in the August 17, 2010 amendment in which Gores agreed to purchase an additional $15,000 of common stock. As a result thereof, 769 shares were issued to Gores on September 7, 2010 for approximately $5,000 and 1,186 shares were issued to Gores on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment by purchasing the shares at a per share price of $8.43, calculated in accordance with the trailing 30-day weighted average of our common stock's closing price pursuant to the purchase agreement, dated August 17, 2010, between Gores and us. Because the $10,000 investment by Gores was to be made based on a trailing 30-day weighted average of our common stock's closing share price for the 30 consecutive days ending on the tenth day immediately preceding the date of the stock purchase, and additionally included a collar (e.g., a $4.00 per share minimum and a $9.00 per share maximum price), the Gores $10,000 equity commitment was deemed to contain embedded features having the characteristics of a derivative to be settled in our common stock. Accordingly, pursuant to authoritative guidance, we determined the fair value of this derivative by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date and estimated the expected volatility of the derivative by using the aforementioned trailing 30-day weighted average closing price of our common stock. On August 17, 2010, we recorded an asset of $442 related to the aforementioned $10,000 Gores equity commitment. On December 31, 2010, the fair market value of such Gores equity commitment was a liability of $1,096 resulting in other expense of $1,538 for the year ended December 31, 2010. The derivative expired on February 28, 2011, the date Gores satisfied the $10,000 Gores equity commitment (See Note 20 - Subsequent Events).

As a result of the third amendment to the Securities Purchase Agreement entered into on August 17, 2010, our debt leverage covenants were modified to 11.25 times for the three quarters beginning on September 30, 2010, then stepping down to 11.0, 10.0, and 9.0 times in the last three quarters of 2011 and 8.0 and 7.5 times in the first two quarters of 2012. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the levels of 11.25 in the Securities Purchase Agreement (applicable to the Senior Notes) are 12.95 in the Credit Agreement (governing the Senior Credit Facility). We accrued additional fees of $2,433 related to amending our credit agreements in the year ended December 31, 2010 recorded as interest expense. Also in connection with Gores' agreement to increase its guarantee by $5,000 on our revolving credit facility, Wells Fargo agreed to increase the amount thereof from $15,000 to $20,000 which provided us with necessary additional liquidity for working capital purposes.

On March 31, 2010, June 4, 2010 and November 30, 2010, we repaid $3,500, $12,000 and $532, respectively, of the Senior Notes in accordance with the amendments to our agreements related to our debt covenants.

As of December 31, 2008, prior to the closing of the Refinancing, our debt consisted of an unsecured, five-year $120,000 term loan and a five-year $75,000 revolving credit facility (collectively, the “Old Facility”). Interest on the Old Facility was variable and payable at a maximum of 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. The Old Facility contained covenants relating to dividends, liens, indebtedness, capital expenditures and restricted payments, as defined, interest coverage and leverage ratios. As a result of an amendment to our Old Facility in the first quarter of 2008, we provided security to our lenders (including holders of our Old Notes) on substantially all of our assets and amended our allowable total debt covenant to 4.0 times Annualized Consolidated Operating Cash Flow through the remaining term of the Old Facility.

Prior to April 23, 2009, we also had $200,000 in Old Notes which we issued on December 3, 2002, which consisted of: 5.26% Senior Notes due November 30, 2012 (in an aggregate principal amount of $150,000) and 4.64% Senior Notes due November 30, 2009 (in an aggregate principal amount of $50,000). Interest on the Old Notes was payable semi-annually in May and November. The Old Notes contained covenants relating to leverage and interest coverage ratios that were identical to those contained in our Old Facility.

On August 2, 2011, we repaid $8,000 of our revolving credit facility leaving an outstanding balance of $7,000 thereunder as of such date.

Long-term debt, including current maturities of long-term debt and due to Gores, for the years ended December 31, 2010 and 2009 are as follows:

	December 31, 2010		December 31, 2009
Senior Notes
Due to Gores (1)	$	101,407	$	110,762
Senior Secured Notes due October 15, 2012 (1)	10,222		11,165
Senior Credit Facility
Term Loan (2)	20,000		20,000
Revolving Credit Facility (2)	15,000		5,000
	$	146,629	$	146,927

(1) The applicable interest rate on such debt is 15.0%, which includes 5.0% PIK interest which accrues and is added to principal on a quarterly basis. PIK interest of the Senior Notes is payable at maturity.        

(2) The applicable interest rate on such debt is 7.0% as of December 31, 2010 and 2009. The interest rate is variable and is payable at the maximum of (i) LIBOR plus 4.5% (with a LIBOR floor of 2.5%) or (ii) the base rate plus 4.5% (with a base rate floor equal to the greater of 3.75% or the one-month LIBOR rate), at our option.

The aggregate maturities of long-term debt for the next five years and thereafter, pursuant to our debt agreements including PIK interest as in effect at December 31, 2010, are as follows (excludes market value adjustments):

Years ended December 31,	Long-Term Debt Maturities
2011	—
2012	155,514
2013	—
2014	—
2014	—
Thereafter	—
	$	155,514

Both the Securities Purchase Agreement (governing the Senior Notes) and Credit Agreement (governing the new term loan and revolving credit facility which collectively comprise the Senior Credit Facility) contain restrictive covenants that, among other things, limit our ability to incur debt, incur liens, make investments, make capital expenditures, consummate acquisitions, pay dividends, sell assets and enter into mergers and similar transactions beyond specified baskets and identified carve-outs. Additionally, we may not exceed the maximum senior leverage ratio (the principal amount outstanding under the Senior Notes divided by our Adjusted EBITDA (as defined in our lender agreements)). The Securities Purchase Agreement contains customary representations and warranties and affirmative covenants. The Credit Agreement contains substantially identical restrictive covenants (including a maximum senior leverage ratio calculated in the same manner as with the Securities Purchase Agreement), affirmative covenants and representations and warranties like those found in the Securities Purchase Agreement, modified, in the case of certain covenants, for a cushion on basket amounts and covenant levels from those contained in the Securities Purchase Agreement. We currently believe, based on our 2011 projections that we will be in compliance with our amended debt covenants for the next 12 months. A wide range of factors could materially affect future developments and performance and would cause us to be unable to meet our debt covenants.

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Intangible Assets

12 Months Ended

Dec. 31, 2010

Intangible Assets [Abstract]

Intangible Assets Disclosure [Text Block]

Intangible Assets

As a result of the conditions described in Note 6 - Goodwill above, namely the weak third quarter of 2009 and the likely continuation of the economic conditions into the fourth quarter of 2009 and early 2010, in the third quarter of 2009, we reduced our forecasted results for the remainder of 2009 and 2010. We believed these new forecasted results constituted a triggering event and therefore we conducted an impairment analysis of our indefinite and definite lived intangible assets. A fair value appraisal, using the discounted cash flow method, was conducted on our discontinued operation's trademarks and an impairment of $100 was recorded for the reduction in the value of the Metro Traffic trademarks in non-current assets of discontinued operations.

In the third quarter of 2009, we failed to attain our forecast which constituted a trigger event under authoritative guidance. Based on a comparison of carrying values to undiscounted cash flows for our definite lived assets, we concluded there was no impairment on our definitive lived intangible assets.

Our annual impairment test of indefinite lived intangible assets at December 31, 2010 and 2009 indicated that there was no impairment when we compared the estimated fair value of these assets to our current carrying value.

In the fourth quarter of 2010, we failed to attain our forecast which constituted a trigger event under authoritative guidance. Based on a comparison of carrying values to undiscounted cash flows for our definite lived assets, we concluded there was no impairment on our definitive lived intangible assets.

Intangible assets by asset type and estimated life as of December 31, 2010 and 2009 are as follows:

		As of December 31, 2010							As of December 31, 2009
	Estimated Life	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Trademarks	Indefinite	$	11,200	$	—		$	11,200	$	11,200	$	—		$	11,200
Affiliate relationships	10 years	10,200		(1,721		)	8,479		10,200		(701		)	9,499
Software and technology	5 years	1,600		(604		)	996		1,600		(280		)	1,320
Client contracts	5 years	8,930		(3,343		)	5,587		8,930		(1,363		)	7,567
Insertion orders	9 months	—		—			—		1,700		(1,700		)	—
		$	31,930	$	(5,668	)	$	26,262	$	33,630	$	(4,044	)	$	29,586

The changes in the carrying amount of intangible assets for the years ended December 31, 2010 and 2009 are as follows:

Predecessor Company
	Network Radio
Balance at January 1, 2009	$	2,660
Amortization	(231		)
Balance at April 23, 2009	$	2,429
Successor Company
Balance at April 24, 2009	$	33,630
Amortization	(4,044		)
Balance at December 31, 2009	29,586
Amortization	(3,324		)
Balance at December 31, 2010	$	26,262
Gross carrying value	$	31,930
Accumulated amortization	(5,668		)
Accumulated impairment losses	—
Balance at December 31, 2010	$	26,262

Amortization expense related to intangible assets is summarized as follows:

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Amortization expense	$	3,324	$	4,044	$	231	$	2,352

We estimate aggregate amortization expense for intangibles for fiscal year 2011, 2012, 2013, 2014 and 2015 will be approximately $3,324, $3,324, 2,959, $1,056 and $1,020, respectively.

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands	Total	Acquisition Accounting Fresh Start [Member]	Common Stock	Common Stock Acquisition Accounting Fresh Start [Member]	Common Class B [Member]	Common Class B [Member] Acquisition Accounting Fresh Start [Member]	Additional Paid-in Capital	Additional Paid-in Capital Acquisition Accounting Fresh Start [Member]	Accumulated Deficit	Accumulated Deficit Acquisition Accounting Fresh Start [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Acquisition Accounting Fresh Start [Member]	Comprehensive Income [Member]
Balance at Dec. 31, 2007	$ 227,631		$ 872		$ 3		$ 290,786		$ (69,985)		$ 5,955
Common Stock, Shares, Outstanding at Dec. 31, 2007			87,105		292
Net loss	(427,563)								(427,563)				(427,563)
Comprehensive income (loss)	(5,688)										(5,688)		(5,688)
Equity-based compensation	5,443						5,443
Issuance common stock for acquisition	0
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			110
Loss on issuance of common stock under equity-based compensation plans	(1,726)		1				(1,727)
Issuance of common stock to Gores, shares			14,038
Proceeds from Issuance or Sale of Equity	22,611		140				22,471
Issuance of common stock to Gores, value	22,760
Proceeds from Issuance of Warrants	440						440
Tax related to cancellation of vested equity grants	(4,722)						(4,722)
Cancellation of warrants	(19,571)						(19,571)
Balance at Dec. 31, 2008	(203,145)		1,013		3		293,120		(497,548)		267		(433,251)
Common Stock, Shares, Outstanding at Dec. 31, 2008			101,253		292
Net loss	(18,961)								(18,961)				(18,961)
Comprehensive income (loss)	219										219		219
Equity-based compensation	2,110						2,110
Issuance common stock for acquisition	0
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			777
Loss on issuance of common stock under equity-based compensation plans	(932)		7				(939)
Preferred stock accretion	(6,157)						(6,157)
Issuance of common stock to Gores, value	0
Tax related to cancellation of vested equity grants	(890)						(890)
Balance at Apr. 23, 2009	(227,756)	2,264	1,020	5	3	3	287,244	2,256	(516,509)	0	486	0	(18,742)
Common Stock, Shares, Outstanding at Apr. 23, 2009			102,030	510	292	292
Net loss	(63,600)								(63,600)				(63,600)
Comprehensive income (loss)	111										111		111
Equity-based compensation	3,310						3,310
Issuance common stock for acquisition			232
Issuance common stock for acquisition	1,045		2				1,043
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			2
Loss on issuance of common stock under equity-based compensation plans	(219)		0				(219)
Conversion of Stock, Shares Converted			1		(292)
Conversion of Stock, Shares Issued			19,799
Preferred stock conversion	81,551		198		(3)		81,353
Preferred stock accretion	(4,661)						(4,661)
Beneficial conversion feature	76,887						76,887
Beneficial conversion feature accreation	(76,887)						(76,887)
Issuance of common stock to Gores, value	0
Tax related to cancellation of vested equity grants	(1,814)						(1,814)
Balance at Dec. 31, 2009	17,984		205		0		81,268		(63,600)		111		(63,489)
Common Stock, Shares, Outstanding at Dec. 31, 2009	20,544,000		20,544		0
Net loss	(31,257)								(31,257)				(31,257)
Comprehensive income (loss)	(111)										(111)		(111)
Equity-based compensation	3,559						3,559
Issuance common stock for acquisition	0
Loss on issuance of common stock under equity-based compensation plans	(459)						(459)
Issuance of common stock to Gores, shares			770
Issuance of common stock to Gores, value	5,000		8				4,992
Gores $10,000 equity commitment (See Note 9)	442						442
Tax related to cancellation of vested equity grants	(1,150)						(1,150)
Balance at Dec. 31, 2010	$ (5,992)		$ 213		$ 0		$ 88,652		$ (94,857)		$ 0		$ (31,368)
Common Stock, Shares, Outstanding at Dec. 31, 2010	21,314,000		21,314		0

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Discontinued Operations

12 Months Ended

Dec. 31, 2010

Discontinued Operations [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

On April 29, 2011, we entered into a Stock Purchase Agreement with Clear Channel, pursuant to which we sold all of the outstanding capital stock of our subsidiaries that collectively comprised our Metro Traffic business (referred to herein as the “Metro Sale Transaction”). Pursuant to the Stock Purchase Agreement, Clear Channel purchased the Metro Traffic business for $25,000 in cash, $5,000 of which was paid into an escrow account to satisfy certain liabilities that is recorded in prepaid and other assets and $750 of which was paid for the settlement of the Triangle litigation (see below). After the consummation of the Metro Sale Transaction, Metro (then owned by Clear Channel) paid to us and our affiliates, and satisfied in full, certain outstanding, pre-closing, inter-company obligations in the amount of $95,000. Generally, for a period of up to six months, the parties will provide to one another certain transition assistance, including with respect to personnel and office facilities. If Clear Channel's half of the certain liabilities noted above is less than $5,000, the difference between $5,000 and 50 percent of the expenses actually incurred by Clear Channel will result in those funds being released from escrow. The Metro Traffic business represented approximately 46% of our revenue for the year ended December 31, 2010. Net proceeds for the Metro Sale Transaction were $115,000 and the gain on the sale was $19,313. In accordance with the terms of the Stock Purchase Agreement, net proceeds of the Metro Sale Transaction will be adjusted based upon the actual net working capital of the Metro Traffic business as of April 28, 2011 compared to the target net working capital amount of $20,000. We have recorded an estimated net working capital adjustment in current liabilities from discontinued operations as of June 30, 2011.

In connection with the Metro Sale Transaction, we entered into separate agreements with our lenders to amend the terms of the Securities Purchase Agreement and the Credit Agreement, in each case, to (1) provide for the consent of the lenders to the Metro Sale Transaction and the release of the liens on the assets sold pursuant to the Stock Purchase Agreement for the Metro Sale Transaction and (2) make other amendments to the Securities Purchase Agreement in order to permit the Metro Sale Transaction thereunder. As part of these amendments, we paid off all of the Senior Notes held by non-Gores holders; accordingly, only the Senior Notes that are Due to Gores remain outstanding as of the date of this report. As part of the amendments, our debt leverage covenant was eliminated and we obtained increased flexibility to make new investments, enter into mergers and dispose of assets and incur additional subordinated debt. On May 11, 2011, we entered into a sixth amendment to our Securities Purchase Agreement for the sole purpose of incorporating an inadvertent omission from the fifth amendment, and eliminated the minimum LTM EBITDA thresholds previously applicable to the second and third quarters of 2011 that were negotiated with the non-Gores noteholders prior to the paydown of 100% of their Senior Notes as part of the Metro Sale Transaction. As described in more detail in Note 1 - Basis of Presentation above, certain non-financial covenants remain in place and are applicable to the Senior Notes held by Gores, which remain outstanding under the terms of the Securities Purchase Agreement.

As part of the second amendment to the Securities Purchase Agreement, we agreed to pay, on the maturity date (or any earlier date on which the Senior Notes become due and payable), to each holder of the Senior Notes a fee equal to 2% of the outstanding principal amount of the Senior Notes held by each noteholder as of such date (all such fees collectively, the “Senior Leverage Amendment Fee”). As a result of the fifth amendment to the Securities Purchase Agreement entered into on April 29, 2011, the Senior Leverage Amendment Fee is now due and payable on the earliest to occur of: (1) July 15, 2012, (2) the date on which the Senior Notes held by Gores are paid in full, surrendered or refinanced and (3) the date on which all of the collateral securing the Senior Notes is released. As described in Note 20 - Subsequent Events, the closing of the proposed merger with Verge (d/b/a Dial Global) would include the refinancing of the Senior Notes held by Gores (the only Senior Notes outstanding) and accordingly if such merger closes, the Senior Leverage Amendment Fee would be due and payable at such time. We may prepay the Senior Leverage Amendment Fee in full at any time prior to such date by paying to each holder of the Senior Notes an amount equal to the Senior Leverage Amendment Fee discounted from July 15, 2012 to the date of such prepayment at a 15% per annum discount rate.

Additionally, as part of the waiver and fourth amendment, the then holders of the Senior Notes and the Company agreed that a 5% leverage fee would be imposed effective October 1, 2011 unless: (1) our debt leverage ratio for any LTM period beginning on June 30, 2011 complied with one of the following debt leverage ratios applicable to the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50 and (2) more than 50% of the outstanding amount of Senior Notes held by the non-Gores holders had been repaid as of such quarterly measurement date. If on September 30, 2011, we do not have a debt leverage ratio below the specified 5.00 level, we will commence accruing the 5% leverage fee on October 1, 2011. In such event, the 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. If the proposed merger with Verge (d/b/a Dial Global) closes in the fourth quarter, as we presently anticipate, the 5% leverage fee would be due for the portion of the fourth quarter prior to closing of the merger (because the fee would begin to accrue for the quarter on October 1, 2011 but cease when the Senior Notes were repaid). The 5% leverage fee would not be applicable at any time after the closing of the merger or for later quarters because in connection with the proposed merger, the Senior Notes presently held by Gores would be refinanced.

The Metro Traffic operations qualified for discontinued operations and accordingly all periods presented herein have been retrospectively revised. Additionally, all amounts affected by discontinued operations throughout these financial statements have been adjusted.

The results of the Metro Traffic operations that include an allocation of interest expense related to the debt repaid with proceeds from the Metro Sale Transaction are included in discontinued operations for all periods presented as follows:

	Successor Company						Predecessoe Company
	Year Ended December 31, 2010			For the Period April 24 to December 31, 2009			For the Period January 1 to April 23, 2009			Year Ended December 31, 2008
Revenue	$	165,560		$	109,009		$	47,478		$	194,884
Operating costs	155,205			99,185			46,112			161,312
Depreciation and amortization	12,300			15,346			1,479			6,120
Corporate general and administrative expenses	2,293			576			427			1,006
Goodwill and other intangible impairment(1)	—			50,501			—			303,703
Restructuring charges	2,630			3,469			2,919			3,510
Special charges	2,368			2,520			120			1,621
Total expenses	174,796			171,597			51,057			477,272
Operating loss	(9,236		)	(62,588		)	(3,579		)	(282,388		)
Interest expense	15,627			12,056			1,891			6,018
Other income(2)	—			—			(64		)	(12,161		)
Loss from discontinued operations before income tax	(24,863		)	(74,644		)	(5,406		)	(276,245		)
Income tax benefit from discontinued operations	(7,799		)	(14,594		)	(1,650		)	28,389
Net loss from discontinued operations	$	(17,064	)	$	(60,050	)	$	(3,756	)	$	(304,634	)

(1) In the period from April 24 to December 31, 2009, we determined that indefinite lived assets in our discontinued operations were impaired and recorded charges totaling $50,501, including $50,401 for goodwill impairment and $100 for trademarks in intangible assets. In 2008, we determined that the goodwill in our discontinued operations was impaired and recorded impairment charges totaling $303,703 ($145,490 in the second quarter and $158,213 in the fourth quarter).

(2) 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, which was included as a component of other expense (income) in discontinued operations.

The assets and liabilities of Metro Traffic presented in discontinued operations in the consolidated balance sheet as of December 31, 2010 and 2009 were as follows:

	December 31, 2010		December 31, 2009
ASSETS
Current assets:
Accounts receivable, net of allowance for doubtful accounts	$	46,885	$	42,902
Prepaid and other assets (1)	1,838		6,054
Total current assets discontinued operations	48,723		48,956
Property and equipment, net	13,545		15,287
Intangible assets, net	66,225		73,698
Goodwill	13,149		13,121
Other assets	237		143
Total non-current assets discontinued operations	93,156		$	102,249
Total assets discontinued operations	$	141,879	$	151,205
LIABILITIES
Current liabilities:
Accounts payable	$	11,950	$	12,664
Deferred revenue	3,398		3,256
Accrued and other current liabilities (2)	17,009		13,457
Total current liabilities discontinued operations	32,357		29,377
Deferred tax liability	11,986		16,818
Other liabilities (3)	8,191		7,348
Total non-current liabilities discontinued operations	20,177		24,166
Total liabilities discontinued operations	$	52,534	$	53,543

(1) As of June 30, 2011, current assets discontinued operations consist of deferred tax assets which were not assumed by Clear Channel.

(2) As of June 30, 2011, current liabilities discontinued operations consist of estimated net working capital adjustment (as noted above), accrued transaction costs related to the Metro Sale Transaction and accrued liabilities related to closed facilities and certain other current liabilities related to the Metro Traffic segment, which were not assumed by Clear Channel.

(3) As of June 30, 2011, non-current liabilities discontinued operations consist of unrecognized tax benefits and accrued non-current liabilities related to closed facilities related to the Metro Traffic segment, which were not assumed by Clear Channel.

Discontinued Operations - Acquisitions

On December 31, 2009, we closed the acquisition of Jaytu (d/b/a Sigalert), for which the purchase price allocation was primarily to software and technology assets. The purchase price was $2,500, which consisted of a cash payment of $1,250 and the issuance of 232,277 shares of our common stock valued at $5.38 per share (or approximately $1,250). For accounting purposes, the 232,277 shares of our common stock were recorded at a fair value of $1,045 (based on a per share price of $4.50). Under the purchase agreement, members of Jaytu could earn up to an additional $1,500 in cash upon the delivery and acceptance of certain traffic products in accordance with certain specifications mutually agreed upon by the parties, including commercial acceptance and/or first usage of the products by our discontinued operation's television affiliates. As of December 31, 2010, $1,063 of the potential additional payments of $1,500 had been earned and $250 had been paid to the members of Jaytu. The remaining $437 of these potential payments could still be earned by members of Jaytu in the future if the previously agreed specifications are met. The operations and assets of Jaytu (d/b/a Sigalert) are included in discontinued operations.

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 negotiated and placed in escrow. We ultimately chose not to exercise the option to purchase TrafficLand, and accordingly the Option Agreement and Merger Agreement were terminated. In early 2011, we paid $300 to maintain our exclusive license to market and distribute TrafficLand services and products through December 31, 2011.

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Related Pary Transactions

12 Months Ended

Dec. 31, 2010

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Related Party Transactions

Gores Radio Holdings

We have a related party relationship with Gores, our ultimate parent company. In connection with our Refinancing, Gores created a holding company which owns approximately 76.4% of our equity, after giving effect to Gores' purchase of 769 shares of common stock for $5,000 on September 7, 2010 and purchase of 1,186 shares of common stock for $10,000 on February 28, 2011, (see Note 20 - Subsequent Event). Gores also holds $10,222 (including PIK interest) of our Senior Notes because it purchased debt from certain of our former debt holders who did not wish to participate in the issuance of the Senior Notes on April 23, 2009 in connection with our Refinancing. Such debt is classified as Due to Gores on our balance sheet.

We recorded fees related to consultancy and advisory services rendered by, and incurred on behalf of, Gores and Glendon Partners, an operating group affiliated with Gores, as follows:

	Successor Company				Predecessoe Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Gores and Glendon fees (1)	$	994	$	810	$	984	$	250
Reimbursement of legal fees	15		386		1,533		—
Reimbursement of letter-of-credit fees (2)	251		—		—		—
Interest on loan	1,575		1,225		—		—
	$	2,835	$	2,421	$	2,517	$	250

(1) These fees consist of payments for professional services rendered by various members of Gores and Glendon to us in the areas of operational improvement, tax, finance, accounting, legal and insurance/risk management.

(2) Reimbursement of a standby letter-of-credit fee incurred and paid by Gores in connection with its guarantee of the revolving credit facility with Wells Fargo, included in interest expense.

POP Radio

We also have a related party relationship, including a sales representation agreement, with our investee, POP Radio, L.P. (“POP Radio”). We recorded fees as follows:

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Program commission expense	$	1,641	$	913	$	416	$	2,050

CBS Radio

On March 3, 2008, we closed the new Master Agreement with CBS Radio, which documents a long-term distribution arrangement through March 31, 2017. As part of the new arrangement, 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 was added to the maximum potential compensation CBS Radio affiliate stations could earn pursuant to their affiliations with us. In addition, all warrants previously granted to CBS Radio were cancelled on March 3, 2008.

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 are included as a component of corporate general and administrative expenses and depreciation and amortization, respectively, in the accompanying Consolidated Statement of Operations. The expense incurred upon closing of the Master Agreement is included as a component of special charges 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 power of all classes of common stock of each of CBS Corporation and Viacom. As a result of the Charter Amendments approved on August 3, 2009, CBS Radio, which previously owned approximately 15.8% of our common stock, now owns less than 1% of our common stock. As a result of this change in ownership and the fact that CBS Radio ceased to manage us in March 2008, we no longer consider CBS Radio to be a related party effective as of August 3, 2009 and are no longer recording payments to CBS as related party expenses or amounts due to related parties effective August 3, 2009.

We incurred the following expenses as a result of transactions with CBS Radio or its affiliates in the following periods for which CBS Radio was a related party:

	Successor Company		Predecessor Company
	For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Programming and affiliate arrangements	$	13,877	$	20,884	$	57,609
News agreement	3,623		4,107		—
Representation agreement	—		—		15,440
Management agreement (excluding warrant amortization)	—		—		610
Warrant amortization	—		—		1,618
Payment upon closing of Master Agreement	—		—		5,000
	$	17,500	$	24,991	$	73,049

Summary of related party expense by expense category:

	Successor Company				Predecessoe Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Operating costs	$	1,641	$	18,413	$	25,407	$	75,099
Depreciation and amortization	—		—		—		1,618
Corporate, general and administrative	—		—		—		610
Special charges	1,009		1,196		2,517		5,250
Interest expense	1,826		1,225		—		—
	$	4,476	$	20,834	$	27,924	$	82,577

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Equity-Based Compensation

12 Months Ended

Dec. 31, 2010

Equity-Based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Equity-Based Compensation

Equity Compensation Plans

We established stock incentive plans in 1989 (the “1989 Plan”) and 1999 (the “1999 Plan”) which allowed 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 in March 1999. On September 22, 1999, the stockholders ratified the 1999 Plan, which authorized us to grant up to 8,000 shares of common stock. Options granted under the 1999 Plan generally became exercisable after one year in 20% to 33% increments per year and expired 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. The 1999 Plan expired in March 2009.

On May 25, 2005, our stockholders approved the 2005 Equity Compensation Plan (the “2005 Plan”), approved by the Board on May 19, 2005, that allowed us to grant stock options, restricted stock and RSUs to our directors, officers and key employees. When it was adopted, a maximum of 9,200 shares of common stock was authorized for the issuance of awards under the 2005 Plan.

Pursuant to Board resolution, from May 25, 2005 (the date of our 2005 annual meeting of stockholders) until April 23, 2009 (when the practice was discontinued by Board resolution), outside directors automatically received a grant of RSUs equal to $100 in value (based on the date of issuance, typically the date of the annual meetings of stockholders) and any newly appointed outside director would receive an initial grant of RSUs equal to $150 in value on the date such director was appointed to our Board.

Effective February 12, 2010, the Board amended and restated the 2005 Plan because we had a limited number of shares available for issuance thereunder (such plan, as amended and restated, the “2010 Plan”). Approval of the 2010 Plan by our stockholders was obtained on July 30, 2010 at our annual meeting of stockholders. When it was adopted, a maximum of 2,650 shares of common stock was authorized for the issuance of awards under the 2010 Plan. Effective January 1, 2010, for each year of service, directors who are not officers of the Company will receive annual awards of RSUs valued in an amount of $35, which we believe will customarily be awarded on the date of our annual meeting of stockholders.

Options and restricted stock granted under the 2010 Plan vest over periods ranging from 2 to 3 years, commencing on the anniversary date of each grant, and options expire within ten years from the date of grant. RSUs awarded to directors vest over a two-year period in equal one-half increments on the first and second anniversary of the date of the grant, subject to the director's continued service with us. Directors' RSUs will vest automatically, in full, upon a change in control or upon their retirement, as defined in the 2010 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. Each RSU or restricted stock counts as three shares under the terms of the 2010 Plan.

All equity-based compensation expense is included in corporate expense for reporting purposes.

The 200 for 1 reverse stock split has been reflected in share data, weighted average exercise prices and weighted average grant date prices contained herein for all periods presented.

Stock Options

Stock option activity for the year ended December 31, 2010, for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the year ended December 31, 2008 is as follows:

	Successor Company										Predecessor Company
	December 31, 2010					December 31, 2009					April 23, 2009					December 31, 2008
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding beginning of period	28.6			$	1,345	32.1			$	1,463	35.0			$	1,504	19.4			$	4,372
Granted	2,098.0			6		—			—		0.4			12		32.9			272
Exercised	—			—		—			—		—			—		—			—
Cancelled, forfeited or expired	(495.3		)	17		(3.5		)	3,726		(3.3		)	1,860		(17.3		)	2,352
Outstanding end of period	1,631.3			$	26	28.6			$	1,345	32.1			$	1,463	35.0			$	1,504
Options exercisable at end of period	85.7			$	375	13.6			$	2,485	11.4			$	3,810	8.7			$	4,856
Aggregate estimated fair value of options vesting during the period	$	1,461				$	826				$	788				$	2,360

At December 31, 2010, vested and exercisable options had an aggregate intrinsic value of $209 and a weighted average remaining contractual term of 1.25 years. No options were exercised during the years ended December 31, 2010, 2009 and 2008. The aggregate intrinsic value of options represents the total pre-tax intrinsic value (the difference between our closing stock price at the end of the period and the option's 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 at that time.

As of December 31, 2010, there was $5,617 of unearned compensation cost related to stock options granted under all of our equity compensation plans and is expected to be recognized over a weighted-average period of 2.11 years. Additionally, as of December 31, 2010, we expect 1,409.1 of our unvested options to vest with a weighted average exercise price of $29, a weighted average remaining term of 9.12 years and an aggregate intrinsic value of $4,135.

The estimated fair value of options granted during each period was measured on the date of grant using the Black-Scholes option pricing model using the weighted average assumptions as follows:

	Successor Company					Predecessor Company
				For the Period		For the Period
	Year Ended			April 24, 2009 to		January 1, 2009			Year Ended
	December 31, 2010			December 31, 2009		to April 23, 2009			December 31, 2008
Risk-free interest rate	2.3		%	—		2.98		%	2.64		%
Expected term (years)	5.0			—		5.0			4.8
Expected volatility	98.6		%	—		92.17		%	55.99		%
Expected dividend yield	—		%	—		—		%	—		%
Weighted average fair value of options granted	$	4.54		$	—	$	8.40		$	104.00

No options were granted in the period April 24, 2009 to December 31, 2009, therefore no determination was made for fair value assumptions.

The risk-free interest rate for periods within the life of the option is based on a blend of U.S. Treasury bond rates. The expected term assumption has been calculated based on historical data. 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.

Additional information related to options outstanding at December 31, 2010, segregated by grant price range is summarized below:

				Remaining
		Weighted		Weighted
		Average		Average
	Number of	Exercise		Contractual
Options outstanding at exercise price of:	Options	Price		Life (in years)
$6	1,507.2	$	6	8.70
$8 - 12	100.5	8		9.80
$36 - $150	7.1	71		5.80
$248 - $438	10.2	345		6.60
$1,234 - $7,038	6.3	4,564		2.30
	1,631.3	$	26	8.70

Restricted Stock Units

We have awarded RSUs to Board members and certain key executives, which vest over two, three and four years, respectively. On April 23, 2009, the Board passed a resolution that discontinued the practice of automatic annual awards to directors before such was resumed in mid 2010. In 2010, our Compensation Committee determined that the independent non-employee directors should receive annual awards of RSUs valued in an amount of $35, which awards will vest over 2 years, beginning on the anniversary of the grant date. The awards also will vest automatically upon a change in control (as defined in the 2010 Plan) and will otherwise be governed by the terms of the 2010 Plan. 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. As of December 31, 2010, unearned compensation cost related to RSUs was $820 and is expected to be recognized over a weighted-average period of 2.64 years.

RSUs activity for the year ended December 31, 2010, for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the year ended December 31, 2008 is as follows:

	Successor Company							Predecessor Company
	December 31, 2010			December 31, 2009				April 23, 2009				December 31, 2008
	Shares	Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding beginning of period	0.1	$	1,314	2.4		$	1,498	6.1		$	320	1.2		$	1,830
Granted	115.0	8		—		—		—		—		5.5		138
Converted to common shares	—	—		(2.3	)	186		(3.7	)	325		(0.6	)	1,330
Cancelled, forfeited or expired	—	—		—		—		—		—		—		—
Outstanding end of period	115.1	$	10	0.1		$	1,314	2.4		$	306	6.1		$	320

Restricted Stock

In the past, 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.

Restricted stock activity for the year ended December 31, 2010, for the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and for the year ended December 31, 2008 is as follows:

	Successor Company								Predecessor Company
	December 31, 2010				December 31, 2009				April 23, 2009				December 31, 2008
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding beginning of period	0.8		$	1,504	0.9		$	1,498	1.8		$	1,510	4.8		$	1,724
Granted	—		—		—		—		—		—		0.2		126
Converted to common shares	(0.8	)	1,504		(0.1	)	1,360		(0.9	)	1,522		(1.8	)	1,330
Cancelled, forfeited or expired	—		—		—		—		—		—		(1.4	)	1,534
Outstanding end of period	—		—		0.8		$	1,504	0.9		$	1,498	1.8		$	1,510

As of December 31, 2010, there was $0 of unearned compensation cost related to restricted stock.

Expense - Equity-Based Compensation

Equity-based compensation expense is included in corporate, general and administrative expenses in the Statement of Operations and is summarized by award type as follows:

	Successor Company				Predecessor Company
			For the Period		For the Period
	Year Ended		April 24, 2009 to		January 1, 2009		Year Ended
Continuing operations	December 31, 2010		December 31, 2009		to April 23, 2009		December 31, 2008
Stock option	$	2,002	$	1,262	$	621	$	2,138
Restricted stock	240		1,145		378		1,681
RSU	87		327		684		618
	$	2,329	$	2,734	$	1,683	$	4,437
Discontinued operations
Stock option	$	1,064	$	335	$	195	$	525
Restricted stock	166		241		232		481
	$	1,230	$	576	$	427	$	1,006

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Property and Equipment

12 Months Ended

Dec. 31, 2010

Property and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment

Property and equipment is recorded at cost and is summarized as follows:

	December 31, 2010		December 31, 2009
Land, buildings and improvements	$	7,871	$	7,293
Recording, broadcasting and studio equipment	16,049		15,922
Furniture, computers, equipment and other	6,248		754
	30,168		23,969
Less: Accumulated depreciation and amortization	6,666		2,991
Property and equipment, net	$	23,502	$	20,978

Depreciation expense is summarized as follows:

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Depreciation expense	$	3,676	$	2,991	$	874	$	2,580

On December 17, 2009, we entered into an agreement to sell our Culver City properties and lease back the properties over a ten-year term (with two five-year renewal options). Upon closing at December 31, 2009, we received proceeds of $6,998, incurred costs for commissions, fees and closing costs of $1,252 and placed $673 in escrow for a portion of the repairs to be conducted on the properties. We used $3,500 of these proceeds to pay down our Senior Notes on March 31, 2010, in accordance with the terms of the Waiver and First Amendment to the Securities Purchase Agreement entered into on October 14, 2009 by us and the noteholders party thereto. This transaction did not qualify as a sale for accounting purposes as certain third party guarantees included in the agreement are considered continuing involvement under accounting guidance. We currently expect the existence of our continuing involvement to remain for the entirety of the lease period. Under the terms of the building financing, the Company made rental payments in the first year of approximately $875, plus operating expense reimbursement, including a 2% management fee. Thereafter, base rental payments are subject to an annual increase equal to 3.5% in years 2 through 5 and the greater of 3.5% or the increase in the consumer price index in years 6 through 10. As part of the closing, we issued a letter of credit for $219 (the equivalent of three months base rent) in lieu of a security deposit under the lease. Pursuant to the terms of the lease, with limited exceptions, we will remain responsible for required repairs, replacements and improvements to the Culver City properties.

In 2001, we entered into a capital lease for satellite transponders totaling $6,723. The allocation of the Business Enterprise Value for the capital lease at April 24, 2009 was $7,355. Accumulated amortization related to the capital lease was $6,775 and $5,787 as of December 31, 2010 and 2009, respectively.

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Restructuring Charges

12 Months Ended

Dec. 31, 2010

Restructuring Charges [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

Restructuring Charges

In the third quarter of 2008, we announced a plan to restructure certain contracts and reduce labor costs in our Network Radio business (along with facilities and severance programs in our discontinued operations) (referred to herein as the “2008 Program”) and to implement other cost reductions. Since its inception, the 2008 Program included contract terminations of $6,751 and severance of $5,672.

In the second quarter of 2010, we announced plans to restructure certain areas of the Network Radio segment (the “2010 Program”). The 2010 Program included charges related to the consolidation of certain operations that reduced our workforce levels during 2010. In connection with the 2010 Program, we recorded $172 of severance costs for the year ended December 31, 2010. All costs related to the 2010 Program were incurred by the end of 2010.

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

Predecessor Company
	Balance							Balance
	January 1, 2009		Additions		Utilization			April 23, 2009
2008 Program
Severance	$	113	$	1,057	$	(459	)	$	711
Contract terminations	3,796		—		(360		)	3,436
Total	$	3,909	$	1,057	$	(819	)	$	4,147
Successor Company
	Balance							Balance
	April 24, 2009		Additions		Utilization			December 31, 2009
2008 Program
Severance	$	711	$	357	$	(640	)	$	428
Contract terminations	3,436		150		(1,836		)	1,750
Total	$	4,147	$	507	$	(2,476	)	$	2,178
	Balance							Balance
	January 1, 2010		Additions		Utilization			December 31, 2010
2008 Program
Severance	$	428	$	—	$	(428	)	$	—
Contract terminations	1,750		97		(1,847		)	—
Total	2,178		97		(2,275		)	—
2010 Program
Severance	—		172		(42		)	130
Total	—		172		(42		)	130
Total Restructuirng	$	2,178	$	269	$	(2,317	)	$	130

As of December 31, 2010, liabilities related to restructuring charges of $130 are included in accrued expense and other liabilities.

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Consolidated Statements of Cash Flows (USD $) In Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 23, 2009	Dec. 31, 2009	Dec. 31, 2010	Dec. 31, 2008
Cash Flows from Operating Activities:
Net loss	$ (18,961)	$ (63,600)	$ (31,257)	$ (427,563)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and Amortization	2,584	21,474	18,243	11,052
Goodwill and intangible asset impairment	0	50,501	0	430,126
Deferred taxes	(6,873)	(25,038)	(17,458)	(13,907)
Paid-in-kind interest	0	4,427	5,734	0
Equity-based compensation	2,110	3,310	3,559	5,443
Change in fair value of derivative liability	0	0	1,538	0
TrafficLand write-downs	0	1,852	321	0
Loss on disposal of property and equipment	188	0	258	1,257
Gain on sale of marketable securities	0	0	(98)	(12,420)
Amortization of deferred financing costs	331	0	23	1,674
Changes in assets and liabilities, net of effect of business combination:
(Increase) decrease in accounts receivable	10,313	(3,608)	(8,989)	13,998
Decrease (increase) in prepaid and other assets	3,187	(4,394)	2,947	(2,515)
Decrease in Federal income tax receivable	0	0	12,940	0
Increase (decrease) in deferred revenue	536	749	3,054	(3,418)
Increase (decrease) in income taxes payable	28	180	0	(7,246)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	2,861	(4,142)	16,591	13,736
Increase (decrease) in income amounts payable to related parties	2,919	(5,853)	730	(8,179)
Net change in other assets and liabilities	19,844	(17,068)	27,273	6,376
Net cash provided by (used in) operating activities	(777)	(24,142)	8,136	2,038
Cash Flows from Investing Activities:
Capital expenditures	(1,384)	(5,184)	(8,843)	(7,313)
Proceeds from sale of marketable securities	0	0	886	12,741
Acquisition of business	0	(1,250)	0	0
Net cash (used in) provided by investing activities	(1,384)	(6,434)	(7,957)	5,428
Cash Flows from Financing Activities:
Proceeds from Revolving Credit Facility	0	16,000	10,000	0
Repayment of Revolving Credit Facility	0	(11,000)	0	0
Repayments of Senior Notes	0	0	(16,032)	0
Issuance of common stock to Gores	0	0	5,000	22,760
Payments of finance and capital lease obligations	(271)	(603)	(1,033)	(737)
Debt repayments	0	(25,000)	0	(104,000)
Issuance of Series B Convertible Preferred Stock	0	25,000	0	0
Proceeds from term loan	0	20,000	0	0
Proceeds from building financing	0	6,998	0	0
Issuance of Series A Convertible Preferred Stock and warrants	0	0	0	74,168
Termination of interest swap agreements	0	0	0	2,150
Deferred financing costs	0	0	0	(1,557)
Net cash (used in) provided by financing activities	(271)	31,395	(2,065)	(7,216)
Net increase in cash and cash equivalents	(2,432)	819	(1,886)	250
Cash and cash equivalents, beginning of period	6,437	4,005	4,824	6,187
Cash and cash equivalents, end of period	4,005	4,824	2,938	6,437
Cash paid during the period for:
Interest	0	12,960	15,064	10,146
Other income taxes (refunded) paid, net	0	0	(15,503)	10,179
Fair value of derivative liability	0	0	442	0
Cancellation of long-term debt	252,060	0	0	0
Issuance of new long-term debt	0	117,500	0	0
Preferred stock - conversion to common stock	0	(81,551)	0	0
Issuance of common stock for asset acquisition	0	1,045	0	0
Class B - conversion to common stock	$ 0	$ (3)	$ 0	$ 0

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Special Charges

12 Months Ended

Dec. 31, 2010

Special Charges [Abstract]

Other Income and Other Expense Disclosure [Text Block]

Special Charges

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

	Successor Company				Predecessor Company
	Year Ended December 31, 2010		For the Period April 24 to December 31, 2009		For the Period January 1 to April 23, 2009		Year Ended December 31, 2008
Debt agreement costs	$	2,414	$	—	$	—	$	—
Corporate development costs	1,339		—		—		—
Gores and Glendon fees	1,009		—		—		—
Employment claim settlements	493		—		—		—
Fees related to the Refinancing	193		1,196		12,699		—
Professional fees related to the offering	—		1,698		—		—
Financing acquisition costs	—		139		—		—
Professional and other fees related to the new CBS agreements, Gores investment and debt refinancing	—		—		—		6,624
Closing payment related to CBS   agreement	—		—		—		5,000
	$	5,448	$	3,033	$	12,699	$	11,624

During 2010, we incurred costs for the following; debt agreement costs include professional fees incurred by us in connection with negotiations with our lenders to amend our Securities Purchase Agreement and Credit Agreement (see Note 9 - Debt); corporate development costs include professional fees related to the evaluation of potential business development activity including acquisitions and dispositions; Gores and Glendon fees are related to professional services rendered by various members of Gores and Glendon to us in the areas of operational improvement, tax, finance, accounting, legal and insurance/risk management; employment claim settlements are related to employee terminations that occurred prior to 2008; and fees related to the Refinancing include tax consulting costs related to the finalization of the income tax treatment of the Refinancing in 2010 and transaction fees and expenses related to negotiation of definitive documentation, including the fees of various legal and financial advisors involved in the Refinancing and other professional fees in 2009.

During the periods January 1 to April 23, 2009 and April 24 to December 31, 2009, in addition to certain costs noted above, we incurred professional fees related to the offering includes fees for various legal and financial advisors related to Registration Statement on Form S-1 filed by us with the SEC in 2009 that we have no immediate plans to further pursue and financing and financing costs are those related to the Culver City properties financing lease.

During 2008, we incurred costs relating to the negotiation of a new long-term arrangement with CBS Radio of $5,000 and legal and professional expenses attributable to negotiations regarding refinancing our debt of $6,624. As of December 31, 2010, liabilities related to special charges of $858 and $608 were included in accrued expense and other liabilities and amounts payable to related parties.

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Commitments and Contingencies Level 1 (Notes)

12 Months Ended

Dec. 31, 2010

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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 broadcast rights and for other services that include talent, research, news and weather services. The approximate aggregate future minimum obligations under such operating leases and contractual agreements for the five years after December 31, 2010 and thereafter, are set forth below:

			Leases				Broadcast		Other
Year	Total		Capital		Operating		Rights		Services
2011	$	124,028	$	640	$	2,870	$	110,540	$	9,978
2012	101,413		—		2,856		91,372		7,185
2013	84,790		—		2,821		81,525		444
2014	76,450		—		2,917		73,369		164
2015	79,593		—		3,153		76,271		169
Thereafter	206,091		—		12,302		193,789		—
	$	672,365	$	640	$	26,919	$	626,866	$	17,940

Rent expense charged to operations for the year ended December 31, 2010, the period from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the year ended December 31, 2008 was $3,310, $2,206, $1,020, and $2,924, respectively.

Included in Broadcast Rights in the table above are commitments due to CBS Radio and its affiliates pursuant to the agreements described in Note 4 - Related Party Transactions.

We are subject, from time to time, to various claims, lawsuits, and other complaints arising in the ordinary course of business. We routinely monitor claims such as these, and record provisions for losses to the extent a claim becomes probable and the amount due is estimable. For matters that have reached the threshold of probable and estimable, we have established reserves for these contingent liabilities.

Commitments - Discontinued Operations

Our discontinued operations had various non-cancelable, long-term operating leases for office space and equipment. In addition, our discontinued operations were committed under various contractual agreements to pay for broadcast rights and for other services. The approximate aggregate future minimum obligations under such operating leases and contractual agreements for the five years after December 31, 2010 and thereafter, are set forth below:

			Leases		Broadcast		Other
Year	Total		Operating		Rights		Services
2011	$	12,322	$	4,829	$	5,125	$	2,368
2012	9,887		4,662		5,225		—
2013	8,497		4,522		3,975		—
2014	3,681		3,681		—		—
2015	2,983		2,983		—		—
Thereafter	7,298		7,298		—		—
	$	44,668	$	27,975	$	14,325	$	2,368

Rent expense for discontinued operations for the year ended December 31, 2010, the periods from April 24, 2009 to December 31, 2009 and January 1, 2009 to April 23, 2009 and the year ended December 31, 2008 was $5,931, $4,082, $2,251, and $7,762, respectively.

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Basis of Presentation

12 Months Ended

Dec. 31, 2010

Basis of Presentation [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

Basis of Presentation

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 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, 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 approximately 3,700 radio stations in the U.S. We exchange our content with radio stations for commercial airtime, which we then sell to local, regional and national advertisers.

Discontinued Operations

On April 29, 2011, we entered into a Stock Purchase Agreement with Clear Channel, pursuant to which we sold all of the outstanding capital stock of our subsidiaries that collectively comprised our Metro Traffic business (referred to herein as the “Metro Sale Transaction”), see Note 3 - Discontinued Operations for additional information with respect to this transaction. In accordance with accounting principles addressing the accounting for the impairment or disposal of long-lived assets, the Metro Traffic business is presented as a discontinued operation in the Consolidated Balance Sheets, Consolidated Statements of Operations and the Notes to Consolidated Financial Statements herein for all periods presented.

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 stockholders on February 12, 2008 and closed on March 3, 2008. On such date, the Management Agreement terminated. See Note 4 - Related Party Transactions for additional information with respect to the new arrangement.

At December 31, 2010, our principal sources of liquidity were our cash and cash equivalents of $2,938 and $3,781 available to us under our revolving credit facility as described in Note 9 - Debt, which total $6,719 as of the date hereof.

On April 12, 2011, we entered into an amendment to our debt agreements with our lenders because our projections indicated that we would likely not attain sufficient Adjusted EBITDA (as defined in our lender agreements) to comply with our then existing debt leverage covenants in certain fiscal quarters of 2011. As a result of negotiations with our lenders, we entered into a waiver and fourth amendment to the Securities Purchase Agreement which resulted in our previously existing maximum senior leverage ratios (expressed as the principal amount of Senior Notes over our Adjusted EBITDA (as defined in our lender agreements and also set forth below) measured on a trailing, four-quarter basis) of 11.25, 11.0 and 10.0 times for the first three quarters of 2011 being replaced by a covenant waiver for the first quarter and minimum last twelve months (“LTM”) EBITDA thresholds of $4,000 and $7,000, respectively, for the second and third quarters of 2011. Debt leverage covenants for the last quarter of 2011 and the first two quarters in 2012 (the Senior Notes mature on October 15, 2012) remain unchanged. The quarterly debt leverage covenants that appear in the Credit Agreement (governing the Senior Credit Facility) were also amended to reflect a change to minimum LTM EBITDA thresholds and maintain the additional 15% cushion that exists between the debt leverage covenants applicable to the Senior Credit Facility and the corresponding covenants applicable to the Senior Notes. By way of example, the minimum LTM EBITDA thresholds of $4,000 and $7,000 for the second and third quarters of 2011 in the Securities Purchase Agreement (applicable to the Senior Notes) are $3,400 and $5,950, respectively, in the Credit Agreement (governing the Senior Credit Facility). In connection with this amendment, Gores agreed to fully subordinate the Senior Notes it holds (approximately $10,222 which is listed under “due to Gores”) to the Senior Notes held by the non-Gores holders, including in connection with any future pay down of Senior Notes from the proceeds of any asset sale, a 5% leverage fee will be imposed effective October 1, 2011 and we agreed to report the status of any merger and acquisition discussions/activity on a bi-weekly basis. Notwithstanding the foregoing, if at any time, we provide satisfactory documentation to our lenders that our debt leverage ratio for any LTM period complies with the following debt covenant levels for the five quarters beginning on June 30, 2011: 5.00, 5.00, 4.50, 3.50 and 3.50, and provided more than 50% of the outstanding amount of non-Gores Senior Notes (i.e., Senior Notes held by the non-Gores holders) shall have been repaid as of such date, then the 5% leverage fee would be eliminated on a prospective basis. The foregoing levels represent the same covenant levels set forth in the Second Amendment to the Securities Purchase Agreement entered into on March 30, 2010, except that the debt covenant level for June 30, 2011 was 5.50 in the Second Amendment. As part of the waiver and fourth amendment, we agreed we would need to comply with a 5.00 covenant level on June 30, 2011, on an LTM basis, for the 5% leverage fee to be eliminated. The 5% leverage fee will be equal to 5% of the Senior Notes outstanding for the period beginning October 1, 2011, and shall accrue on a daily basis from such date until the fee amount is paid in full. The fee shall be payable on the earlier of July 15, 2012 or the date on which the Senior Notes are paid. Accrued and unpaid leverage fee amounts shall be added to the principal amount of the Senior Notes at the end of each calendar quarter (as is the case with PIK interest on the Senior Notes which accretes to the principal amount on a quarterly basis).

If our operating results continue to decline or we do not meet our minimum Adjusted EBITDA thresholds, and we are unable to obtain a waiver to increase our indebtedness and/or successfully raise funds through an issuance of equity, we would lack sufficient liquidity to operate our business in the ordinary course, which would have a material adverse effect on our business, financial condition and results of operations. If we were then unable to meet our debt service and repayment obligations under the Senior Notes or the Senior Credit Facility, we would be in default under the terms of the agreements governing our debt, which if uncured, would allow our creditors at that time to declare all outstanding indebtedness to be due and payable and materially effect our financial condition and liquidity.

Our Senior Credit Facility and Senior Notes mature on October 15, 2012 and if we are unable to refinance or otherwise repay such indebtedness there would be a material and adverse effect on our business continuity and our financial condition.

As described in more detail under Note 3 - Discontinued Operations, in connection with the Metro Sale Transaction, we further amended the terms of our Securities Purchase Agreement and the Credit Agreement, principally to provide for the consent of the lenders to the sale of the Metro Sale Transaction and the release of the liens on the assets sold in the sale. As part of these amendments, our then senior debt leverage covenant was eliminated from both the Securities Purchase Agreement and the Credit Agreement and we paid off all of the Senior Notes held by non-Gores holders from the proceeds of the Metro Sale Transaction. Also as a result of these amendments, certain, but not all, of our non-financial covenants were eliminated or modified. Non-financial covenants that remain in place and apply for purposes of the Senior Notes held by Gores include limitations on non-accretive mergers or acquisitions, limitations on issuing senior debt, limitations on liens, making certain restricted payments and limitations on the sale of assets, except as expressly permitted by the terms of the credit agreements. After the Metro Sale Transaction, on May 11, 2011, we entered into a sixth amendment to our Securities Purchase Agreement for the sole purpose of incorporating an inadvertent omission from the fifth amendment and eliminated the minimum LTM EBITDA thresholds applicable to the second and third quarters of 2011 that were negotiated with the non-Gores noteholders prior to the paydown of 100 percent of their Senior Notes as part of the Metro Sale Transaction.

In addition, cash flow from operations is a principal source of funds. We have experienced significant operating losses since 2005 as a result of increased competition in our local and regional markets, reductions in national audience levels, and reductions in our local and regional sales force and more recently which has in the past been negatively affected by lower commercial clearance, a decline in our sales force and reductions in national audience levels across the industry and locally at our affiliated stations, and more recently by higher programming fees and station compensation costs. Also, in 2010 and 2009 our operating income has been affected by the economic downturn in the United States and reduction in the overall advertising market. As described in more detail above, as a result of our waiver and fourth amendment to our debt agreements entered into on April 12, 2011 and based on our 2011 projections, which we believe use reasonable assumptions regarding the current economic environment, we estimate that cash flows from operations will be sufficient to fund our cash requirements, including scheduled interest and required principal payments on our outstanding indebtedness, projected working capital needs, and provide us sufficient Adjusted EBITDA (as defined in our lender agreements) to comply with our amended debt covenants for at least the next 12 months.

If our operating income continues to decline, we cannot provide assurances that there will be sufficient liquidity available to us to invest in our business or Adjusted EBITDA to comply with our amended debt covenants.

Refinancing

On April 23, 2009, we completed a refinancing of substantially all of our outstanding long-term indebtedness (approximately $241,000 in principal amount) and a recapitalization of our equity (the “Refinancing”). As part of the Refinancing we entered into a Purchase Agreement (the “Purchase Agreement”) with Gores Radio Holdings, LLC (currently our ultimate parent) (together with certain related entities “Gores”). In exchange for the then outstanding shares of Series A Preferred Stock held by Gores, we issued 75 shares of 7.50% Series A-1 Convertible Preferred Stock, par value $0.01 per share (the “Series A-1 Preferred Stock”). In addition Gores purchased 25 shares of 8.0% Series B Convertible Preferred Stock (the “Series B Preferred Stock” and together with the Series A-1 Preferred Stock, the “Preferred Stock”), for an aggregate purchase price of $25,000.

Additionally and simultaneously, we entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with: (1) holders of our then outstanding senior notes (“Old Notes”) both series of which were issued under the Note Purchase Agreement, dated as of December 3, 2002 and (2) lenders under the Credit Agreement, dated as of March 3, 2004 (the “Old Credit Agreement”). Gores purchased at a discount approximately $22,600 in principal amount of our then existing debt held by debt holders who did not wish to participate in the Senior Notes, which upon completion of the Refinancing was exchanged for $10,797 of the Senior Notes. We also entered into a senior credit facility pursuant to which we have a $15,000 revolving credit facility on a senior unsecured basis and a $20,000 unsecured non-amortizing term loan (collectively, the “Senior Credit Facility”), which obligations are subordinated to the Senior Notes. Gores also agreed to guarantee our Senior Credit Facility and payments due to the NFL for the license and broadcast rights to certain NFL games and NFL-related programming through the 2010-11 season. Gores holds $10,222 (including paid in kind interest (“PIK”)) of the Senior Notes shown in the line item Due to Gores on our balance sheet. Pursuant to the Securities Purchase Agreement, in consideration for releasing all of their respective claims under the Old Notes and the Old Credit Agreement, the participating debt holders collectively received in exchange for their outstanding debt: (1) $117,500 of new senior secured notes maturing October 15, 2012 (the “Senior Notes”); (2) 34,962 shares of Series B Preferred Stock, and (3) a one-time cash payment of $25,000.

At the time of the Refinancing, Gores acquired approximately 75.1% of our then outstanding equity (in preferred and common stock) and our then existing lenders acquired approximately 22.7% of our then outstanding equity (in preferred and common stock). We have considered the ownership held by Gores and our existing debt holders as a collaborative group in accordance with the authoritative guidance. As a result, we have followed the acquisition method of accounting, as required by the authoritative guidance, and have applied the Securities and Exchange Commission (“SEC”) rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements and transactional records prior to the closing of the Refinancing reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such records subsequent to the Refinancing are labeled Successor Company and reflect the push down basis of accounting for the new fair values in our financial statements. This is presented in our consolidated financial statements by a vertical black line division which appears between the columns entitled Predecessor Company and Successor Company on the statements and relevant notes. The black line signifies that the amounts shown for the periods prior to and subsequent to the Refinancing are not comparable.

Based on the complex structure of the Refinancing, a valuation was performed to determine the acquisition price using the Income Approach employing a Discounted Cash Flow (“DCF”) methodology. The DCF method explicitly recognizes that the value of a business enterprise is equal to the present value of the cash flows that are expected to be available for distribution to the equity and/or debt holders of a company. In the valuation of a business enterprise, indications of value are developed by discounting future net cash flows available for distribution to their present worth at a rate that reflects both the current return requirements of the market and the risk inherent in the specific investment.

We used a multi-year DCF model to derive a Total Invested Capital value which was adjusted for cash, non-operating assets and any negative net working capital to calculate a Business Enterprise Value which was then used to value our equity. In connection with the Income Approach portion of this exercise, we made the following assumptions: (1) the discount rate was based on an average of a range of scenarios with rates between 15% and 16%; (2) management's estimates of future performance of our operations; and (3) a terminal growth rate of 2%. The discount rate and market growth rate reflect the risks associated with the general economic pressure impacting both the economy in general and more specifically and substantially the advertising industry. All costs and professional fees incurred as part of the Refinancing costs totaling $13,895 have been expensed as special charges in 2009 ($12,699 on and prior to April 23, 2009 for the Predecessor Company and $1,196 on and after April 24, 2009 for the Successor Company).

The allocation of the Business Enterprise Value for all accounts at April 24, 2009 was as follows:

	Continuing Operations			Discontinued Operations		Total
Current assets	$	59,440		$	45,201	$	104,641
Goodwill	25,060			61,354		86,414
Intangibles	33,630			83,280		116,910
Property and equipment	22,108			14,162		36,270
Other assets	3,358			18,555		21,913
Current liabilities	61,294			19,866		81,160
Deferred income taxes	57,879			20,000		77,879
Due to Gores	10,797			—		10,797
Other liabilities	7,362			3,096		10,458
Long-term debt	106,703			—		106,703
Total Business Enterprise Value	$	(100,439	)	$	179,590	$	79,151

On March 31, 2010, we recorded an adjustment to increase the discontinued operations goodwill related to a correction of our current liabilities as of April 24, 2009. This under accrual of liabilities of $428 was related to the purchase in cash of television advertising airtime that occurred in the Predecessor Company prior to April 24, 2009.

We recorded an adjustment to goodwill in December 2009 related to a correction of our liabilities for uncertain tax provisions for $3,165 as of April 23, 2009. In the 23-day period ended April 23, 2009, we recorded a charge to special charges for insurance expense of $261 which should have been capitalized and expensed through April 30, 2010. The appropriate adjustments, including a reduction to our opening balance of goodwill of $261 at April 24, 2009, were recorded in the period from April 24, 2009 to December 31, 2009. For these adjustments $852 was recorded to goodwill and $2,052 was recorded to non-current assets discontinued operations.

On July 9, 2009, Gores converted 3.5 shares of Series A-1 Convertible Preferred Stock into 103,513 shares of common stock (without taking into account the 200 for 1 reverse stock split that occurred on August 3, 2009 as described in more detail below). Pursuant to the terms of our Certificate of Incorporation, the 292 outstanding shares of our Class B common stock were automatically converted into 292 shares of common stock (without taking into account the 200 for 1 reverse stock split that occurred on August 3, 2009 as described in more detail below) because as a result of such conversion by Gores the voting power of the Class B common stock, as a group, fell below ten percent (10%) of the aggregate voting power of issued and outstanding shares of common stock and Class B common stock.

On August 3, 2009, we held a special meeting of our stockholders to consider and vote upon, among other proposals, amending our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000 to 5,000,000 and to amend the Certificate of Incorporation to effect a 200 for 1 reverse stock split of our outstanding common stock (the “Charter Amendments”). On August 3, 2009, the stockholders approved the Charter Amendments, which resulted in the automatic conversion of all shares of preferred stock into common stock and the cancellation of warrants to purchase 50 shares of common stock issued to Gores as part of their investment in our Series A Preferred Stock. There are no longer any issued and outstanding warrants to purchase our common stock or any shares of our capital stock that have any preference over the common stock with respect to voting, liquidation, dividends or otherwise. Under the Charter Amendments, each of the newly authorized shares of common stock has the same rights and privileges as previously authorized common stock. Adoption of the Charter Amendments did not affect the rights of the holders of our currently outstanding common stock nor did it change the par value of the common stock.

The following unaudited pro forma financial summary for the years ended December 31, 2009 and 2008 gives effect to the Refinancing and the resultant acquisition accounting. The pro forma information does not purport to be indicative of what the financial condition or results of operations would have been had the Refinancing been completed on the applicable dates of the pro forma financial information.

	Unaudited Pro Forma
	Year ended December 31,
	2009			2008
Revenue	$	183,847		$	209,532
Net loss	(78,177		)	(466,010		)

Financial Statement Presentation

The preparation of our financial statements in conformity with the authoritative guidance of the Financial Accounting Standards Board (“FASB”) for generally accepted accounting principles in the United States (“GAAP”) 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, goodwill 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.

Principles of Consolidation

The consolidated financial statements include the accounts of all majority and wholly-owned subsidiaries. All significant intercompany accounts, transactions and balances have been eliminated in consolidation.

Segment Information

Prior to April 29, 2011, we operated as two segments, Network Radio and Metro Traffic. As noted below in Note 3 - Discontinued Operations, we completed the Metro Traffic Sale effective April 29, 2011; therefore, it is no longer included in continuing operations, and accordingly we operate as one segment. We have classified the Metro Traffic operating results, including the gain on the Metro Sale Transaction, as discontinued operations in the consolidated statement of operations and consolidated balance sheet for all periods presented.

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 Consolidated Balance Sheet.

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, 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.

Equity-Based Compensation

We have equity-based compensation plans, which provide for the grant of stock options, restricted stock and restricted stock units. We recognize the cost of the equity-based awards following accepted authoritative guidance and use the estimated fair value of the awards on the date of grant over their requisite service period. We used the Black-Scholes-Merton option-pricing model to determine the fair value of stock options awards.

Depreciation

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

Buildings 30 years

Leasehold improvements Shorter of economic life or lease term

Recording, broadcasting and studio equipment 3 - 10 years

Furniture, computers, equipment and other 3 - 10 years

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, 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.

Goodwill

Goodwill represents the excess purchase price of an acquisition over the fair values of the net tangible assets and identifiable intangible assets acquired. We test the carrying value of goodwill for impairment at a reporting unit level which is the same as our operating segment, using a two-step approach, at least annually as of December 31 of each year, or more frequently whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In the first step, the fair value of each reporting unit is determined. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit may be impaired. In this case, the second step is to allocate the fair value of the reporting unit to the assets and liabilities of the reporting unit as if it had just been acquired in a business combination, and as if the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. The implied fair value of the reporting unit's goodwill is then compared to the actual carrying value of goodwill. If the implied fair value is less than the carrying value, we would be required to recognize an impairment loss for that excess.

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. 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.

For the year ended December 31, 2008, we determined our goodwill was impaired by $126,423. See Note 6 - Goodwill for additional information regarding the determination of goodwill impairment.

Intangible Assets

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. Upon acquisition, identifiable intangible assets are recorded at fair value. 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.

Impairment of Long-Lived Assets

We evaluate long-lived assets, including identifiable intangible assets with finite lives, whenever a triggering event occurs or changes in circumstances indicate that the carrying amounts of thelowest levelof asset grouping for which identifiable cash flows are independent of other assets may not be recoverable. The initial test for impairment compares the asset carrying amounts with the sum of undiscounted cash flows, the individual assets are impaired proportionately limited to their respective estimated fair values. To determine whether an indefinite lived intangible impairment exists, the carrying value of the asset is compared with its fair value. An impairment loss would be recognized to the extent that the respective carrying value exceeds its fair value. Fair value estimates are based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows, market multiples or appraised valuations.

Income Taxes

We use the asset and liability method of financial accounting and reporting for income taxes. 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. We classified interest expense and penalties related to unrecognized tax benefits as income tax expense. With respect to our deferred tax assets, we assess the need for a valuation allowance at each reporting period.

The authoritative guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the 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 the liability to recognize in the financial statements.

Earnings per Share

Basic earnings, or loss, per share is based on the weighted average number of shares of common stock outstanding during each year. Diluted earnings per share are based on the weighted average number of shares of common stock and dilutive securities outstanding during each year. See Note 2 - Earnings Per Share.

Financial Instruments

We may 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 swap agreements as a fair value hedge. In December 2008, we terminated the remaining interest rate swap agreements, 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 was amortized in the Predecessor Company through April 23, 2009.

As part of the amendments to the debt agreements dated August 17, 2010, Gores committed to purchase $10,000 of our common stock on or prior to February 28, 2011. This commitment contained embedded features that have the characteristics of a derivative that is settled in our common stock. Accordingly, pursuant to authoritative guidance, we determined the fair value of the derivative by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date. We estimated the expected volatility of the derivative by using a trailing 30-day weighted average of our common stock's closing share price for the 30 consecutive days ending on the tenth day immediately preceding the date of the stock purchase (the purchase price at which the common stock would be purchased under the Gores agreement). For additional details see Note 9 - Debt and Note 20 - Subsequent Event.

We did not hold derivative financial instruments at any time during the periods ending April 23, 2009 and December 31, 2009.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. It also requires the presentation of purchases, sales, issuances and settlements within Level 3 of the fair value hierarchy on a gross basis rather than a net basis. The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. Our disclosures about fair value measurements are presented in Note 10 - Fair Value Measurements. These new disclosure requirements are effective for the period ending September 30, 2010, except for the requirement concerning gross presentation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. Our adoption of the new guidance did not have a material impact on our consolidated financial position or results of operations.

In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force) (“ASU 2010-29”). ASU 2010-29 changes the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under ASC Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for business combinations with acquisition dates on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. Our adoption of the new guidance did not have a material impact on our consolidated financial position or results of operations.

Reclassifications and Revisions

For the year ended December 31, 2009, we understated our income tax receivable asset due to an error in how the deductibility of certain costs for the twelve months ended December 31, 2009 was determined. This resulted in an additional income tax benefit of $650 recorded in the three months ended March 31, 2010 and the twelve months ended December 31, 2010, that should have been recorded in the successor period ended December 31, 2009. We overstated accounts receivable at December 31, 2009 by $250 in connection with our failure to record a billing adjustment as a result of a renegotiated customer contract and understated accrued expenses for certain general and administrative costs incurred by $278 at December 31, 2009. We also understated accrued liabilities at December 31, 2009 by $375 in connection with our failure to record an employment claim settlement related to an employee termination that occurred prior to 2008, but which was probable and estimable as of December 31, 2009. For the year ended December 31, 2009, we understated our current liabilities of discontinued operations for audience deficiency units in error by $919 in connection with recording loss from discontinued operations, which was understated in that period. The Company increased loss from discontinued operations by $919 during 2010 to correct the current liabilities of discontinued operations balance as of December 31, 2010. We have determined that the impact of these adjustments recorded in the first quarter of fiscal 2010 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

We also understated accrued liabilities at December 31, 2009 by $218 in connection with our payroll, but which was probable and estimable as of December 31, 2008. We have determined that the impact of this adjustment recorded in the third quarter of fiscal 2010 was immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

Finally, we understated our program and operating liabilities by $428 in the predecessor period ended April 23, 2009 and have adjusted our opening balance sheet and goodwill accordingly. We have determined that the impact of this adjustment recorded in the first quarter of 2010 was immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

For the nine months ended September 30, 2009 and the years ended December 31, 2008 and 2007, we understated liabilities in error related to uncertain income tax exposures arising in the respective periods. These additional income tax exposures related primarily to deductions taken in state filings for which it is more likely than not that those deductions would not be sustained on their technical merits. The amounts of additional tax expense that should have been recorded were $82 in the successor period (April 24 to December 31, 2009), $68 in the predecessor period (January 1 to April 23, 2009), $1,442 in 2008 and $410 in 2007. In addition in 2007, $1,245 should have been recorded to retained deficit upon adoption of the authoritative guidance on uncertain tax positions. Such charges totaling $3,247 were recorded in the fourth quarter of 2009 as an increase to income tax expense of $82, and an adjustment to the opening goodwill of $1,113 and $2,052 to non-current assets discontinued operations in the Successor Company at April 24, 2009. We have determined that the impact of these adjustments recorded in the fourth quarter of 2009 were immaterial to our results of operations in all applicable prior interim and annual periods. As a result, we have not restated any prior period amounts.

On August 3, 2009 at a special meeting of our stockholders, we effected a 200 for 1 reverse stock split of our common stock. This reverse stock split has been reflected in share data and earnings per share data contained herein for all periods presented, unless otherwise indicated. The par value of the common stock was not affected by the reverse stock split and remains at $0.01 per share.

Certain reclassifications to our previously reported financial information have been made to the financial information that appears in this report to conform to the current period presentation.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2010

Fair Value of Financial Instruments [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

Fair Value of Financial Instruments

Our financial instruments include cash, cash equivalents, receivables, accounts payable and borrowings. At December 31, 2010 and 2009, the fair values of cash and cash equivalents, receivables and accounts payable approximated carrying values because of the short-term nature of these instruments. At December 31, 2010 and 2009, the estimated fair value of the borrowings was based on estimated rates for long-term debt with similar debt ratings held by comparable companies. The carrying amount and estimated fair value for borrowings are as follows:

	December 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Borrowings (short and long term)	$	131,629	$	146,796	$	141,927	$	148,425

The authoritative guidance establishes a common definition of fair value to be applied under GAAP, which requires the use of fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

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

The authoritative guidance 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 our own assumptions of market participant valuation (unobservable inputs). In accordance with the authoritative guidance, 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.

The authoritative guidance 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:

	December 31, 2010						December 31, 2009
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Investments (1)	$	—	$	—	$	—	$	968	$	—	$	—
Liabilities
Derivative liability (2)	$	—	$	1,096	$	—	$	—	$	1,096	$	—

(1) Included in other assets and valued at closing market price of the individual investment.

(2) $10,000 Gores equity commitment which is included in accrued expenses and other liabilities was valued by applying the Black-Scholes model using the Monte Carlo simulation to estimate the price of our common stock on the derivative's expiration date and to estimate the expected volatility of the derivative by using the aforementioned trailing 30-day weighted average of our common stock's closing price.

Items Measured at Fair Value on a Non-Recurring Basis

In addition to assets and liabilities recorded at fair value on a recurring basis, we are also required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or similar adjustments made to the carrying value of the applicable assets. Assets measured at fair value on a nonrecurring basis are as follows:

	December 31, 2009		Level 1	Level 2	Level 3		Total Losses
Other long-term assets
Intangible assets	$	29,586	—	—	$	29,586	—
Goodwill	25,912		—	—	25,912		—
	$	55,498	—	—	$	55,498	—
	December 31, 2010		Level 1	Level 2	Level 3		Total Losses
Other long-term assets
Intangible assets	$	26,262	—	—	$	26,262	—
Goodwill	25,796		—	—	25,796		—
	$	52,058	—	—	$	52,058	—

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Accrued Expenses and Other Liabilities

12 Months Ended

Dec. 31, 2010

Accrued Expenses and Other Liabilities [Abstract]

Other Liabilities Disclosure [Text Block]

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities are summarized as follows:

	December 31, 2010		December 31, 2009
Deferred revenue	$	3,338	$	426
Programming and operating expense	450		551
Station compensation expense	3,095		3,066
Payroll and payroll related expense	2,632		5,670
Deferred rent	1,174		117
Professional fees	1,138		1,430
Restructuring and special charges	988		2,436
Accrued interest and capital leases	1,200		1,219
Derivative liability (See Note 10 - Fair Value Measurements)	1,096		—
Other operating expense	5,037		188
	$	20,148	$	15,103

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Consolidated Balance Sheets (USD $) In Thousands	Dec. 31, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 2,938	$ 4,824
Accounts receivable, net of allowance for doubtful accounts of $143 (2010) and $2,220 (2009)	49,672	44,666
Federal income tax receivable	0	12,355
Prepaid and other assets	16,583	14,940
Current assets discontinued operations	48,723	48,956
Total current assets	117,916	125,741
Property and equipment, net	23,502	20,978
Intangible assets, net	26,262	29,586
Goodwill	25,796	25,912
Other assets	1,642	2,852
Non-current assets discontinued operations	93,156	102,249
TOTAL ASSETS	288,274	307,318
Current liabilities:
Accounts payable	33,957	27,500
Amounts payable to related parties	859	129
Accrued and other current liabilities	20,148	15,103
Current liabilities discontinued operations	32,357	29,377
Current maturity of long-term debt	0	13,500
Total current liabilities	87,321	85,609
Long-term debt	136,407	122,262
Deferred tax liability	24,188	34,114
Due to Gores	10,222	11,165
Other liabilities	15,951	12,018
Non-current liabilities discontinued operations	20,177	24,166
TOTAL LIABILITIES	294,266	289,334
Commitments and Contingencies	0	0
Stockholders' (Deficit) Equity
Common stock	213	205
Additional paid-in capital	88,652	81,268
Net unrealized gain	0	111
Accumulated Deficit	(94,857)	(63,600)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY	(5,992)	17,984
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	288,274	307,318
Common Class B [Member]
Stockholders' (Deficit) Equity
Common stock	$ 0	$ 0