Attachment Grant

Grant

DECISION submitted by FCC

Grant

2009-04-17

This document pretains to SES-STA-20090414-00491 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2009041400491_708461

E960253 SES—STA—20090414—00491 1 B200900105t Westwood One Radio Networks, Inc. Approved by OMB 3060—0678 APPLICATION FOR EARTH STATION SPECIAL TEMPORARY AUTHORITY APPLICANT INFORMATIONEnter a description of this applicationto identify it on the main menu: April 2009 Request for Special Temporary Authority for E960253 1. Applicant Name: Westwood One Radio Networks, Phone Number: 212~641—2081 Inc. DBA Name: Fax Number: 212—641—2198 Street: 40 West 57th Street E—Mail: Melissa_Garza@westwoodone. com City: New York State: NY Country: USA Zipcode: 10019 — Attention: Melissa Garza (or other zzlamnm') S28 > TmDM From lfi//z/c’]g .['a Q} A .Q.K | mppruvw,

2. Contact Name: John D. Poutasse Phone Number: 202—429—8970 Company: Lerman Senter PLLC Fax Number: 202—293—7783 Street: 2000 K. Street, NW E—~Mail: jpoutasse@lermansenter.com Suite 600 City: Washington State: DC Country: USA Zipcode: 20006 — Attention: Relationship: Legal Counsel (If your application is related to an application filed with the Commission, enter either the file number or the IB Submission ID of the related application. Please enter only one.) 3. Reference File Number or Submission ID 182009001053 4a. Is a fee submitted with this application? @ !f Yes, complete and attach FCC Form 159. If No, indicate reasonfor fee exemption (see 47 C.F.R.Section 1.1114). G Governmental Entity C Noncommercial educational licensee G Other(please explain): 4b. Fee Classification CGX — Fixed Satellite Transmit/Receive Earth Station 5. Type Request & Use Prior to Grant «y Change Station Location 3 Other 6. Requested Use Prior Date 04/16/2009 7. CityLos Angeles 8. Latitude (dd mmss.sh) 34 26 11.0 N

9. State CA 10. Longitude (dd mm ss.s h) 118 34 25.0 W 11. Please supply any need attachments. Attachment 1: Narrative Attachment 2: Ownership Attachment 3: 12. Description. (If the complete description does not appearin this box, please go to the end of the formto view it in its entirety.) See attached narrative. 13. By checking Yes, the undersigned certifics that neither applicant nor any other party to the application is Yes «3 No subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. 14. Name of Person Signing 15. Title of Person Signing David Hillman ChiefAdministrative Officer WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1}), AND/OR FORFEITURE (U.8. Code, Title 47, Section 503).

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting for this collection ofinformation is estimated to average 2 hours per response, including the time forreviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection of information. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burden it causes you, please write to the Federal Communications Commission, AMD—PERM, Paperwork Reduction Project (3060—0678), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects ofthis collection via the Internet if you send them to PRA@fec.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember — You are not required to respond to a collection of information sponsored by the Federal government, and the government may not conduct or sponsor this collection, unless it displays a currently valid OMB control number or if we fail to provide you with this notice. This collection has been assigned an OMB control number of 3060—0678. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW104—13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507.

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 Page 1 of 4 EXHIBIT 1 Description of the Transaction and Request for Special Temporary Authority (Question #43) Description of Transaction. Westwood One, Inc. ("Westwood One") has been working closely with its existing lenders on a restructuring transaction (as described more fully herein, the "Transaction") to refinance all of its outstanding long term indebtedness (approximately $241 million in aggregate principal amount). As part of the refinancing, Gores Radio Holdings. LLC ("Gores"), currently Westwood One‘s largest (but non—controlling) stockholder holding approximately 36% of Westwood One‘s outstanding stock on an as—converted basis, will purchase for cash $25 million of new preferred stock. In addition, in recent months Gores has been asked to guarantee certain performance and payment obligations by Westwood One. and in connection with such requests has agreed to provide credit support of up to $10 million for Westwood One‘s agreement with the NFL and a guaranty for the new $15 million senior unsecured revolving credit facility and the new $20 million subordinated unsecured term loan as part of the refinancing Transaction. Upon consummation of the refinancing, Gores will own approximately 72.5% of Westwood One‘s equity with respect to its preferred stock (not giving effect to the common stock that Gores already owns (which is being treated the same way as common stock that is owned by other common stockholders) and additional equity that Gores will receive in respect of certain debt it is purchasing immediately prior to the consummation of the refinancing, which debt is being converted on the same terms as the debt that is owned by other debt holders) and will thereby acquire control of Westwood One. The ownership interests A/73007022. 1

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 Page 2 of 4 of non—Gores common stockholders will decrease from approximately 64% to less than 2.5% of the outstanding equity of Westwood One. Specifically, under the terms of the Transaction, Westwood One‘s lenders and noteholders will exchange all of their existing indebtedness in Westwood One for: (1) $117.5 million aggregate principal amount of new senior secured notes (the "New Senior Notes"), maturing July 15, 2012; (2) shares of Westwood One‘s new 8.0% Series B Convertible Preferred Stock that are convertible into approximately 25.0% of Westwood One‘s common stock; and (3) a one—time cash payment of $25.0 million. Westwood One will also obtain a new $15.0 million senior unsecured revolving credit facility, and a new $20.0 million subordinated unsecured term loan. As part of the Transaction, Gores will purchase for cash $25 million of Series B Convertible Preferred Stock of Westwood One and will obtain a controlling interest in Westwood One and become Westwood One‘s controlling stockholder with control of Westwood One‘s Board of Directors. The terms of the proposed Transaction are in the process of being finalized, and in light of the exigencies of Westwood One‘s financial condition, the parties intend to sign and then close the Transaction immediately thereafter. A/T3007022.1

E960253 SES—STA—20090414—00491 1B200900 1051 Westwood One Radio Networks, Inc. Approved by OMB 3060—0678 APPLICATION FOR EARTH STATION SPECIAL TEMPORARY AUTHORITY APPLICANT INFORMATIONEnter a description of this application to identify it on the main menu: April 2009 Request for Special Temporary Authority for E960253 1. Applicant Name: Westwood One Radio Networks, Phone Number: 212—641—2081 Inc. DBA Name: Fax Number: 212—641—2198 Street: 40 West 57th Street E—Mail: Melissa_Garza@westwoodone. com City: New York State: NY Country: USA Zipcode: 10019 — Attention: Melissa Garza m;;m for oinm ide:mfim—) Aneitte

2. Contact Name: John D. Poutasse Phone Number: 202—429—8970 Company: Lerman Senter PLLC Fax Number: 202—293—7783 Street: 2000 K. Street, NW E—Mail: Jpoutasse@lermansenter.com Suite 600 City: Washington State: DC Country: USA Zipcode: 20006 — Attention: Relationship: Legal Counsel (If your applicationis related to an application filed with the Commission, enter either the file number or the IB Submission ID ofthe related application. Please enter only one.) 3. Reference File Number or Submission ID 182009001053 4a. Is a fee submitted with this application? @ IfYes, complete and attach FCC Form 159. If No, indicate reasonfor fee exemption (see 47 C.F.R.Section 1.1114). 0 Governmental Entity 0& Noncommercial educational licensee eJ Other(please explain): 4b. Fee Classification CGX — Fixed Satellite Transmit/Reccive Earth Station 5. Type Request & Use Prior to Grant £3 Change Station Location £3 Other 6. Requested Use Prior Date 04/16/2009 7. CityLos Angeles 8. Latitude (dd mm ss.sh) 34 26 11.0 N

9. State CA 10. Longitude (dd mmss.sh) 118 34 25.0 W 11. Please supply any need attachments. Attachment 1: Narrative Aftachment 2: Ownership Attachment 3: 12. Description. (If the complete description does not appear in this box, please go to the end of the form to view it in its entirety.) See attached narrative. 13. By checking Yes, the undersigned certifics that neither applicant nor anyother party to the application is © Yes C No subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 ofthe Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possessionor distribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of "party to the application" for these purposes. 14. Name of Person Signing 15. Title of Person Signing David Hillman Chief Administrative Officer WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting forthis collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection of information. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burdenit causes you, please write to the Federal Communications Commission, AMD—PERM, Paperwork Reduction Project (3060—0678), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects of this collection via the Internet if you send them to PRA@fec.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember — You are not required to respond to a collection ofinformation sponsored by the Federal government, and the government may not conduct or sponsorthis collection, unless it displays a currently valid OMB control number orif wefail to provide you with this notice. This collection has been assigned an OMB control number of 3060—0678. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW104—13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507.

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 Page 1 of 4 EXHIBIT 1 Description of the Transaction and Request for Special Temporary Authority (Question #43) Description of Transaction. Westwood One, Inc. ("Westwood One") has been working closely with its existing lenders on a restructuring transaction (as described more fully herein, the "Transaction") to refinance all ofits outstanding long term indebtedness (approximately $241 million in aggregate principal amount). As part of the refinancing, Gores Radio Holdings, LLC ("Gores"), currently Westwood One‘s largest (but non—controlling) stockholder holding approximately 36% of Westwood One‘s outstanding stock on an as—converted basis, will purchase for cash $25 million of new preferred stock. In addition, in recent months Gores has been asked to guarantee certain performance and payment obligations by Westwood One, and in connection with such requests has agreed to provide credit support of up to $10 million for Westwood One‘s agreement with the NFL and a guaranty for the new $15 million senior unsecured revolving credit facility and the new $20 million subordinated unsecured term loan as part of the refinancing Transaction. Upon consummation of the refinancing, Gores will own approximately 72.5% of Westwood One‘s equity with respect to its preferred stock (not giving effect to the common stock that Gores already owns (which is being treated the same way as common stock that is owned by other common stockholders) and additional equity that Gores will receive in respect of certain debt it is purchasing immediately prior to the consummation of the refinancing, which debt is being converted on the same terms as the debt that is owned by other debt holders) and will thereby acquire control of Westwood One. The ownership interests AF73007022. 1

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 Page 2 of 4 of non—Gores common stockholders will decrease from approximately 64% to less than 2.5% of the outstanding equity of Westwood One. Specifically, under the terms of the Transaction, Westwood One‘s lenders and noteholders will exchange all of their existing indebtedness in Westwood One for: (1) $117.5 million aggregate principal amount of new senior secured notes (the "New Senior Notes"), maturing July 15, 2012; (2) shares of Westwood One‘s new 8.0% Series B Convertible Preferred Stock that are convertible into approximately 25.0% of Westwood One‘s common stock; and (3) a one—time cash payment of $25.0 million. Westwood One will also obtain a new $15.0 million senior unsecured revolving credit facility, and a new $20.0 million subordinated unsecured term loan. As part of the Transaction, Gores will purchase for cash $25 million of Series B Convertible Preferred Stock of Westwood One and will obtain a controlling interest in Westwood One and become Westwood One‘s controlling stockholder with control of Westwood One‘s Board of Directors. The terms of the proposed Transaction are in the process of being finalized, and in light ofthe exigencies of Westwood One‘s financial condition, the parties intend to sign and then close the Transaction immediately thereafter. A/T3007022.1

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 Page 3 of 4 Request for Special Temporary Authority. Westwood One is the largest independent provider of network radio programming and the largest provider of traffic information in the United States. Westwood One serves more than 5,000 radio and TV stations in the United States, providing over 150 news, sports, music, talk and entertainment programs, features and live events. Therefore, the continued viability of Westwood One is critical to the needs of a large portion of the broadcast industry. However, during the fourth quarter of 2008, Westwood One‘s existing financial difficulties were exacerbated by the tightening of the credit markets and the declining economy. It was unable to pay its most recent semi—annual interest payments due in respect of its existing $150,000,000 of ten—year notes that are due November 30, 2012, and $50,000,000 of seven—year notes that are due November 30, 2009 (the foregoing notes, the "Senior Notes"). In addition, it was not in compliance with its maximum leverage ratio covenant at December 31, 2008. Both of these events constituted separate defaults under Westwood One‘s existing credit facility (the "Facility") and the Senior Notes. Moreover, on February 27, 2009, the principal amount under the Facility ($41 million) matured and became due and payable in its entirety. Westwood One did not pay such amount, which also constituted an event of default under the Facility and the Senior Notes. As a result, Westwood One‘s management has concluded that there is substantial doubt about Westwood One‘s ability to continue as a going concern. Westwood One has been negotiating with its creditors and its largest stockholder, Gores, to refinance its outstanding debt and to issue new equity. Such Transactions (as described in more detail above), if consummated, would result in Gores becoming Westwood One‘s controlling stockholder. If Westwood One is unable consummate the Transactions (all of which A/73007022. 1

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 Page 4 of 4 are conditioned upon one another) on an expedited basis, Westwood One would likely not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptey Code. The Transactions are in the process of being negotiated and are proposed to be signed and closed at the same time. The parties intend to complete a "soft" close by Friday, April 17, 2009, with funding to follow on Monday, April 20, 2009. Therefore, the Applicant requests expedited Commission approval of the instant application by close of business on April 16, 2009. A/73007022. 1

Westwood One, Inc. Transfer of Control Application Non—Common Carrier Earth Station License April 14, 2009 INDIRECT OWNERSHIP EXHIBIT OF TRANSFEREE (Question #A20) Transferee Gores Radio Holdings, LLC ("Transferee Gores Radio"), a Delaware limited liability company, is 89.15% held by Gores Capital Partners HI, L.P. ("Gores Capital II"), a Delaware limited partnership, and 10.85% held by Gores Co—Invest Partnership II, L.P. ("Gores Co—Invest 1I"), a Delaware limited partnership. The manager of Transferee Gores Radio is The Gores Group, LLC ("The Gores Group"), a Delaware limited liability company. The general partner of both Gores Capital II and Gores Co—Invest I is Gores Capital Advisors II, LLC ("Gores Advisors 1"), a Delaware limited liability company. Gores Advisors 11 holds less than a 10% indirect ownership interest in Transferee Gores Radio. There are no limited partners of either Gores Capital II or Gores Co—Invest II who hold an indirect ownership interest of 10% or more in Transferee Gores Radio. The Manager of Gores Advisors II is The Gores Group. No member of Gores Advisors 11 holds a controlling interest in Gores Advisors II or an indirect ownership interest of 10% or more in the Transferee Gores Radio. The sole member of The Gores Group is AEG Holdings, LLC ("AEG"), a Delaware limited Hability company. The Manager and 99.00% holder of AEG is Alec E. Gores, a United States citizen. A chart showing the indirect ownership of Transferee Gores Radio is attached hereto. A/73006653. 1

GORES RADIO HOLDINGS, LLC INDIRECT OWNERSHIP CHART Alec E. Gores Manager and 99.00% Member AEG Holdings, LLC 100% Member The Gores Group, LLC Manager Gores Capital Advisors II, LLC General Partner General Partner Gores Capital Partners II, L.P. Gores Co—Invest Partnership II, L.P. 89.15% Member 10.85% Member Manager Gores Radio Holdings, LLC A/73006653. 1


Document Created: 2009-04-17 14:43:30
Document Modified: 2009-04-17 14:43:30
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