1
WESTWOOD ONE, INC.
00 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000
October 19, 1999
Xx. Xxxxx X. Xxxxxxxxxx
c/o Metro Networks, Inc.
Suite 0000
0000 Xxx Xxxx Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxxxxxxx:
This letter agreement confirms that on October 26, 1999 (the "Closing
Date"), Westwood One, Inc. (the "Company") will acquire from Xxxxx X.
Xxxxxxxxxx ("Xxxxxxxxxx") 533,330 shares of common stock, par value $0.01 per
share, of the Company (the "Shares") pursuant to the Company's stock repurchase
program. The purchase price for the Shares shall be an aggregate amount equal to
$19,999,875.00 (the "Purchase Price"), representing an amount equal to $37.50
per Share.
1. Closing. The Purchase Price shall be payable to Xxxxxxxxxx on the
Closing Date by wire transfer of immediately available funds to an account or
accounts designated by Xxxxxxxxxx. On the Closing Date, Xxxxxxxxxx shall cause
to be delivered to the Company, free and clear of any and all liens, 100% of the
Shares.
2. Ownership, Title and Transfer of Shares. As of the date hereof
Xxxxxxxxxx is, and as of the Closing Date Xxxxxxxxxx will be, the record and
beneficial owner of the Shares, free and clear of any and all liens, and as of
the date hereof Xxxxxxxxxx has, and as of the Closing Date Xxxxxxxxxx will have,
the requisite capacity, power and authority to sell, transfer and deliver the
Shares as provided in this letter agreement. The delivery of the Shares by
Xxxxxxxxxx to the Company will convey to the Company good and marketable title
of such Shares, free and clear of any and all liens.
3. No Reliance; Assumption of Risk. Xxxxxxxxxx (i) has initiated and
desires to consummate the sale of the Shares to the Company, (ii) is satisfied
fully with the Purchase Price and agrees that such Purchase Price is fair and
reasonable, (iii) is selling the Shares for his own account, (iv) is assuming
voluntarily all risks associated with the sale of the Shares and is not relying
on any disclosure (or non-disclosure) made (or not made) in connection with or
arising out of the purchase of the Shares, and (v) does not and will not have or
assert any claims against the Company or any of its affiliates for any
additional compensation or payments for any reason whatsoever in connection with
the sale of the Shares.
2
4. Investigation. Xxxxxxxxxx has conducted his own
investigation, to the extent that he has determined necessary or desirable, in
connection with his sale of the Shares to the Company and has determined to
enter into and complete such transaction based on, among other things, such
investigation.
5. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflicts of laws principles thereof.
6. Counterparts. This letter agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same instrument.
Very truly yours,
WESTWOOD ONE, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President, Chief
Financial Officer and Secretary
Accepted and Agreed as of
this 25th day of October, 1999:
/s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxx
