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) November 16, 2017

CBS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09553	04-2949533
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 West 52 Street New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 975-4321

Not Applicable

(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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Explanatory Note

On November 17, 2017, CBS Corporation (“CBS”) announced that it had consummated its previously announced agreement to combine CBS’s radio business, which is operated by CBS Radio Inc. (“CBS Radio”), with Entercom Communications Corp. (“Entercom”). The combination was effected through the split-off of CBS Radio to CBS shareholders through an exchange offer (the “Exchange Offer”), followed by the merger of CBS Radio with a wholly owned subsidiary of Entercom, with CBS Radio surviving the merger as a wholly owned subsidiary of Entercom (the “Merger”). The Exchange Offer was consummated at 11:59 p.m. New York City time on November 16, 2017, and the Merger was consummated effective as of 12:01 a.m. New York City time on November 17, 2017.

The Exchange Offer and Merger were consummated in accordance with the Master Separation Agreement (the “Separation Agreement”), by and between CBS and CBS Radio, dated February 2, 2017, and the Agreement and Plan of Merger (the “Merger Agreement”), by and among CBS, CBS Radio, Entercom and Constitution Merger Sub Corp. (“Merger Sub”), a wholly owned subsidiary of Entercom, dated February 2, 2017 and amended July 10, 2017 and September 13, 2017.

Item 1.01 Entry into a Material Definitive Agreement.

On November 16, 2017, immediately prior to the expiration and consummation of the Exchange Offer, and in accordance with the Separation Agreement and the Merger Agreement:

• CBS and Entercom entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which will govern CBS’, Entercom’s and CBS Radio’s respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, tax contests, preservation of the expected tax-free status of the transactions contemplated by the Merger Agreement and the Separation Agreement and certain other tax matters, subject in each case to the terms and conditions of the Tax Matters Agreement.

• CBS and Entercom entered into a Transition Services Agreement (the “Transition Services Agreement”), pursuant to which CBS will provide certain services to Entercom, and Entercom will provide certain services to the Company on a transitional basis.

• CBS and Entercom entered into a Joint Digital Services Agreement (the “Joint Digital Services Agreement”), pursuant to which CBS will continue to operate the digital presences for CBS Radio’s sports and news radio stations, subject to the terms and conditions of the Joint Digital Services Agreement.

• Certain subsidiaries of CBS also entered into three agreements with CBS Radio and certain subsidiaries of CBS Radio to license the use of certain intellectual property after the closing of the Merger. CBS Broadcasting Inc. (“CBS Broadcasting”), an indirect wholly owned subsidiary of CBS, will license the use of the CBS RADIO trademark for CBS Radio’s use for up to 12 months (the “Business Name License Agreement”), subject in each case to the terms and conditions of the Business Name License Agreement. CBS Broadcasting and certain of its subsidiaries will also enter into an agreement to license the use of certain station call letters and brands at certain radio stations by CBS Radio and certain of its subsidiaries (the “Station License Agreement”), subject in each case to the terms and conditions of the Station License Agreement. The rights pursuant to the Station License Agreement will expire with respect to “WCBS” and “KCBS” 20 years after the closing of the Merger and endure perpetually for certain other brands. Third, CBS Broadcasting and certain of its subsidiaries will enter into an agreement to license the use of the CBS SPORTS RADIO and certain other trademarks used in connection with the CBS Radio Sports Network for use by CBS Radio and CBS Radio Sports Network, Inc. (the “Sports Radio License Agreement”), subject in each case to the terms and conditions of the Sports Radio License Agreement.

The Tax Matters Agreement, the Transition Services Agreement, the Joint Digital Services Agreement, Business Name License Agreement, Station License Agreement and Sports Radio License Agreement are filed as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such filed exhibits.

2

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Exchange Offer expired at 11:59 p.m., New York City time, on November 16, 2017. Under the terms of the Exchange Offer, 5.6796 shares of CBS Radio common stock were exchanged for each share of CBS Class B common stock accepted in the Exchange Offer. CBS accepted 17,854,689 shares of its Class B common stock in exchange for the 101,407,494 shares of CBS Radio common stock owned by CBS.

Because the Exchange Offer was oversubscribed, CBS accepted tendered shares of CBS Class B common stock on a pro rata basis in proportion to the total number of shares validly tendered and accepted for exchange. Shareholders who owned fewer than 100 shares of CBS Class B common stock, or an “odd lot” of such shares, and who validly tendered all of their shares, were not subject to proration in accordance with the terms of the exchange offer. The final proration factor of approximately 10.3721% was applied to all other shares of CBS Class B common stock that were validly tendered and not validly withdrawn to determine the number of such shares that were accepted from each tendering shareholder.

Based on the final count by the exchange agent Wells Fargo Bank, N.A., the final results of the exchange offer are as follows:

Total number of shares of CBS Class B common stock validly tendered and not validly withdrawn:	161,855,335
Shares tendered and not validly withdrawn that were subject to proration:	160,664,993
“Odd-lot” shares tendered that were not subject to proration:	1,190,342
Total number of shares of CBS Class B common stock accepted:	17,854,689

Immediately following the consummation of the Exchange Offer, the Merger closed effective as of 12:01 a.m., New York City time, on November 17, 2017. In the Merger, each share of CBS Radio common stock outstanding immediately following the Exchange Offer was converted into one share of Entercom Class A common stock (with shareholders entitled to cash in lieu of fractional shares). As of the completion of the Merger, holders of CBS common stock who participated in the Exchange Offer owned approximately 72% of Entercom’s common stock on a fully-diluted basis.

As a result of the foregoing transactions, CBS reduced its common stock outstanding by 17,854,689 shares of CBS Class B common stock.

Item 8.01 Other Events.

On November 17, 2017, CBS issued a press release announcing the consummation and preliminary results of the Exchange Offer. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On November 17, 2017, CBS issued a press release announcing the consummation of the Merger. The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On November 21, 2017, CBS issued a press release announcing the final results of the Exchange Offer. The press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

The information set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

3

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of CBS is filed as Exhibit 99.4 of this Current Report on Form 8-K and is incorporated herein by reference:

• Unaudited pro forma condensed consolidated balance sheet at September 30, 2017.

• Unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016.

• Notes to the unaudited pro forma condensed consolidated financial statements.

(d) Exhibits.

2.1	Tax Matters Agreement, by and between CBS Corporation and Entercom Communications Corp., dated as of November 16, 2017.
2.2	Transition Services Agreement, by and between CBS Corporation and Entercom Communications Corp., dated as of November 16, 2017.
2.3	Joint Digital Services Agreement, by and between CBS Corporation and Entercom Communications Corp., dated as of November 16, 2017.
2.4	Trademark License Agreement (CBS Radio Brand), by and between CBS Broadcasting Inc. and CBS Radio Inc., dated as of November 16, 2017.
2.5	Trademark License Agreement (TV Station Brands), by and between CBS Broadcasting Inc., CBS Mass Media Corporation, CBS Radio Inc. and Certain Subsidiaries of CBS Radio Inc., dated as of November  16, 2017.
2.6	Trademark License Agreement (CBS Sports Radio Brand), by and between CBS Broadcasting Inc., CSTV Networks, Inc. d/b/a CBS Sports Network, CBS Radio Inc. and CBS Sports Radio Network Inc., dated as of November 16, 2017.
99.1	CBS Corporation press release, dated November 17, 2017.
99.2	CBS Corporation press release, dated November 17, 2017.
99.3	CBS Corporation press release, dated November 21, 2017.
99.4	CBS Corporation Unaudited Pro Forma Condensed Consolidated Financial Statements.

4

SIGNATURE

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.

	CBS CORPORATION
	(Registrant)
Date: November 22, 2017	/s/ Lawrence P. Tu
	Lawrence P. Tu
	Senior Executive Vice President and Chief Legal Officer

5

EX-2.1

Exhibit 2.1

EXECUTION VERSION

TAX MATTERS AGREEMENT

by and among

CBS CORPORATION,

CBS RADIO INC.,

and

ENTERCOM COMMUNICATIONS CORP.

dated as of

November 16, 2017

TABLE OF CONTENTS

		Page
Article 1.     Definition of Terms			2
Article 2.     Responsibility for Tax Liabilities			11
Section 2.01	General Rule		11
Section 2.02	Joint Returns		11
Section 2.03	Separate Returns		11
Section 2.04	Allocation Conventions		11
Section 2.05	Additional Acquiror and Radio Liability		11
Section 2.06	Additional CBS Liability		12
Section 2.07	Limitation on CBS Liability for Other Taxes		13
Section 2.08	No Liability for Prior Payments		13
Article 3.     Preparation and Filing of Tax Returns			13
Section 3.01	CBS Responsibility		13
Section 3.02	Radio Responsibility		14
Section 3.03	Tax Reporting Practices		14
Section 3.04	Consolidated or Combined Tax Returns		15
Section 3.05	Straddle Period Tax Allocation		15
Section 3.06	Radio Carrybacks and Claims for Refunds		15
Section 3.07	Apportionment of Tax Attributes		16
Article 4.     Calculation of Tax and Payments			17
Section 4.01	Payment of Liability With Respect to Tax Due		17
Section 4.02	Adjustments Resulting in Underpayments		17
Section 4.03	Method for Making Payments		17
Article 5.     Refunds			18
Section 5.01	Refunds		18
Article 6.     Tax-Free Status			19
Section 6.01	Representations and Warranties		19
Section 6.02	Restrictions Relating to the Distributions		19
Section 6.03	Procedures Regarding Post Distribution Rulings and Unqualified Tax Opinions		21
Section 6.04	Liability for Separation Tax Losses		22
Section 6.05	Payment of Separation Taxes		23
Section 6.06	Protective Election		23
Section 6.07	CBS Actions		24
Article 7.     Assistance and Cooperation			24
Section 7.01	Assistance and Cooperation		24
Section 7.02	Tax Return Information		25
Section 7.03	Reliance by CBS		25
Section 7.04	Reliance by Acquiror and Radio		26

i

Article 8.     Tax Records		26
Section 8.01	Retention of Tax Records	26
Section 8.02	Access to Tax Records	26
Section 8.03	Preservation of Privilege	27
Article 9.     Tax Contests		27
Section 9.01	Notice	27
Section 9.02	Control of Tax Contests	27
Article 10.     Effective Date		29
Article 11.     Survival of Obligations		29
Article 12.     Treatment of Payments		29
Section 12.01	Treatment of Tax Indemnity Payments	29
Section 12.02	Interest Under This Agreement	30
Article 13.     Disagreements		30
Section 13.01	Discussion	30
Section 13.02	Escalation	30
Article 14.     Late Payments		30
Article 15.     Expenses		30
Article 16.     General Provisions		31
Section 16.01	Addresses and Notices	31
Section 16.02	Binding Effect	31
Section 16.03	Waiver	31
Section 16.04	Severability	31
Section 16.05	Authority	32
Section 16.06	Further Action	32
Section 16.07	Integration	32
Section 16.08	Construction	32
Section 16.09	No Double Recovery	32
Section 16.10	Counterparts	32
Section 16.11	Governing Law	33
Section 16.12	Jurisdiction	33
Section 16.13	Amendment	33
Section 16.14	Subsidiaries	33
Section 16.15	Successors	33
Section 16.16	Injunctions	33

ii

INDEX OF DEFINED TERMS
	Page
Acquiror		1
Acquiror Capital Stock		2
Acquiror Common Stock		2
Acquiror Group		2
Adjustment Request		2
Affiliate		3
Agreement		1
Ancillary Agreements		3
Benefited Party		18
Business		3
Business Day		3
CBS		1
CBS Affiliated Group		3
CBS Broadcasting		1
CBS Business		3
CBS Class B Common Stock		3
CBS Common Stock		3
CBS Federal Consolidated Income Tax Return		3
CBS Group		3
CBS Indemnified Party		3
CBS Separate Return		3
Code		3
Companies		1
Company		1
Controlling Party		28
Dispute		30
Distributing Company		4
Distribution Date		4
Distribution Tax Opinion		4
Distributions		1
Effective Time		4
Exchange Offer		1
Extraordinary Transaction		4
Federal Income Tax		4
Fifty-Percent or Greater Interest		4
Final Determination		4
Final Distribution		1
First Distribution		1
Governmental Authority		4
Group		4
Income Tax		5
Indemnitee		30
Indemnitor		30
Internal Distributions		1

IRS	5
Joint Return	5
Law	5
Merger	2
Merger Agreement	1
Merger Sub	2
Merger Tax Opinion	5
Non-Controlling Party	28
Notified Action	21
Ordinary Course of Business	5
Other Taxes	5
Parties and Party	1
Past Practice	14
Payment Date	5
Person	5
Post-Distribution Period	6
Post-Distribution Ruling	21
Pre-Distribution Period	6
Prime Rate	6
Privilege	6
Proposed Acquisition Transaction	6
Radio	1
Radio Active Trade or Business	7
Radio Business	7
Radio Capital Stock	7
Radio Carryback	7
Radio Common Stock	7
Radio Entity	7
Radio Group	7
Radio Indemnified Party	7
Radio Reorganization	1
Radio SAG	7
Radio Separate Return	7
Radio Working Capital	7
Refund	8
Representation Letters	8
Retention Date	26
Ruling Request	8
Second Distribution	1
Separate Return	8
Separation Agreement	1
Separation Tax Losses	8
State Income Tax	9
Stock Split	9
Straddle Period	9
Subsidiary	9

iv

Tax Advisor	9
Tax Attribute	9
Tax Authority	9
Tax Benefit	9
Tax Contest	9
Tax Item	10
Tax Law	10
Tax Opinions	10
Tax or Taxes	9
Tax Period	10
Tax Records	10
Tax Return or Return	10
Tax-Free Status	9
Treasury Regulations	10
Unqualified Tax Opinion	10
Westinghouse	1

v

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 16, 2017, by and among CBS Corporation, a Delaware corporation (“CBS”), CBS Radio Inc. (“Radio”), a Delaware corporation and an indirect wholly owned subsidiary of CBS (CBS and Radio are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”), and Entercom Communications Corp., a Pennsylvania corporation (“Acquiror”). Each of CBS, Radio, and Acquiror are herein referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, CBS is indirectly engaged in the Radio Business;

WHEREAS, CBS presently owns 100% of the equity of Westinghouse (as defined below), Westinghouse presently owns 100% of the equity of CBS Broadcasting (as defined below) and CBS Broadcasting presently owns 100% of the equity of Radio;

WHEREAS, CBS Broadcasting Inc., a New York corporation and an indirectly wholly owned subsidiary of CBS (“CBS Broadcasting”) presently owns all of the outstanding shares of Radio Common Stock (as defined below);

WHEREAS, the CBS Divestiture Committee has determined that it would be in the best interests of CBS and its stockholders to separate the Radio Business from the other businesses of CBS;

WHEREAS, CBS and Radio entered into the Master Separation Agreement, dated as of February 2, 2017 (as amended from time to time, the “Separation Agreement”), pursuant to which (a) (i) CBS Broadcasting will distribute all of the outstanding equity of Radio to Westinghouse CBS Holding Company, Inc. (“Westinghouse” and such distribution, the “First Distribution”), (ii) Westinghouse will distribute all of the equity of Radio to CBS, (the “Second Distribution” and, together with the First Distribution, the “Internal Distributions”) and (iii) Radio will effect the Stock Split (together with the Internal Distributions, the “Radio Reorganization”); (b) following the consummation of the Internal Distributions, on the Distribution Date, CBS will consummate an offer to exchange all of the outstanding shares of Radio Common Stock owned by CBS for shares of CBS Class B Common Stock then outstanding (the “Exchange Offer”) and (ii) in the event that holders of CBS Class B Common Stock subscribe for less than all of the shares of Radio Common Stock owned by CBS in the Exchange Offer, CBS will distribute the remaining shares of Radio Common Stock owned by CBS on a pro rata basis to holders of CBS Common Stock whose shares of CBS Common Stock remain outstanding after consummation of the Exchange Offer (collectively, the “Final Distribution,” and together with the Internal Distributions, the “Distributions”);

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 2, 2017, and amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 10, 2017, and by the Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 13, 2017 (as so amended, the “Merger Agreement”), by and among CBS, Radio, Acquiror, and Constitution Merger Sub Corp., a Delaware corporation and a wholly owned

1

subsidiary of Acquiror (“Merger Sub”), immediately following the Final Distribution, Merger Sub will merge with and into Radio (the “Merger”), with Radio surviving as a wholly owned subsidiary of Acquiror;

WHEREAS, the Parties intend that, for U.S. federal income Tax purposes, (i) each of the Distributions will qualify as a Tax-free transaction under Section 355 of the Code, and (ii) the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

WHEREAS, prior to consummation of the Final Distribution, CBS was the common parent of an affiliated group of corporations, including Radio, within the meaning of Section 1504 of the Code;

WHEREAS, as a result of the Final Distribution, Radio and its Subsidiaries will cease to be members of the affiliated group of corporations within the meaning of Section 1504 of the Code of which CBS is the common parent; and

WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities for certain Taxes, and to provide for and agree upon other matters relating to Taxes;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the Parties hereby agree as follows:

Article 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“Acquiror” has the meaning set forth in the first sentence of this Agreement.

“Acquiror Capital Stock” means all classes or series of capital stock of Acquiror (or any entity treated as a successor to Acquiror), including (i) the Acquiror Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments treated as stock in Acquiror (or any entity treated as a successor to Acquiror) for U.S. federal income tax purposes.

“Acquiror Indemnified Party” means any officer, director or employee or Acquiror or any of its Affiliates.

“Acquiror Common Stock” has the meaning set forth in the Merger Agreement.

“Acquiror Group” has the meaning set forth in the Merger Agreement.

“Acquiror Representation Letters” has the meaning set forth in Section 6.01(a) of this Agreement.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on a Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for a Tax Benefit with respect to Taxes previously paid.

2

“Affiliate” has the meaning set forth in the Merger Agreement.

“Agreement” has the meaning set forth in the first sentence of this Agreement.

“Ancillary Agreements” has the meaning set forth in the Merger Agreement; provided, however, that for purposes of this Agreement, this Agreement shall not constitute an Ancillary Agreement.

“Benefited Party” has the meaning set forth in Section 5.01(b).

“Business” has the meaning set forth in the Separation Agreement.

“Business Day” has the meaning set forth in the Merger Agreement.

“CBS” has the meaning set forth in the first sentence of this Agreement.

“CBS Affiliated Group” means the affiliated group (as that term is defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which CBS is the common parent.

“CBS Broadcasting” has the meaning set forth in the Recitals.

“CBS Business” has the meaning set forth in the Separation Agreement.

“CBS Class B Common Stock” has the meaning set forth in the Merger Agreement.

“CBS Common Stock” has the meaning set forth in the Merger Agreement.

“CBS Federal Consolidated Income Tax Return” means any United States federal Income Tax Return for the CBS Affiliated Group.

“CBS Group” has the meaning set forth in the Merger Agreement.

“CBS Indemnified Party” means any officer, director or employee of CBS or any of its Affiliates.

“CBS Separate Return” means any Tax Return of or including any member of the CBS Group (including any consolidated, combined or unitary Tax Return that does not include any member of the Radio Group).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies” and “Company” have the meaning set forth in the first sentence of this Agreement.

“Controlling Party” has the meaning set forth in Section 9.02(c) of this Agreement.

3

“Dispute” has the meaning set forth in Section 13.01 of this Agreement.

“Distributing Company” means any company that distributes the stock of another company pursuant to any of the Distributions.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Distribution Tax Opinion” has the meaning set forth in the Separation Agreement.

“Distributions” has the meaning set forth in the Recitals.

“Effective Time” has the meaning set forth in the Merger Agreement.

“Exchange Offer” has the meaning set forth in the Recitals.

“Extraordinary Transaction” means any action that is not in the Ordinary Course of Business, but shall not include any action described in or contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement or that is undertaken pursuant to the Radio Reorganization or the Distribution.

“Federal Income Tax” means any Tax imposed by Subtitle A of the Code.

“Fifty-Percent or Greater Interest” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations thereunder.

“Final Allocation” has the meaning set forth in Section 3.07(b) of this Agreement.

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for a Tax Benefit or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; or (iv) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Final Distribution” has the meaning set forth in the Recitals.

“First Distribution” has the meaning set forth in the Recitals.

“Governmental Authority” has the meaning set forth in the Merger Agreement.

“Group” has the meaning set forth in the Separation Agreement.

4

“Income Tax” means any Tax that is a Federal Income Tax or a State Income Tax.

“Indemnitee” has the meaning set forth in Section 12.02 of this Agreement.

“Indemnitor” has the meaning set forth in Section 12.02 of this Agreement.

“Internal Distributions” has the meaning set forth in the Recitals.

“IRS” means the United States Internal Revenue Service.

“Joint Return” means any Tax Return that actually includes, by election or otherwise, or is required to include under applicable Law, one or more members of the CBS Group together with one or more members of the Radio Group.

“Law” has the meaning set forth in the Merger Agreement.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Merger Tax Opinion” has the meaning set forth in the Merger Agreement.

“Non-Controlling Party” has the meaning set forth in Section 9.02(c) of this Agreement.

“Notified Action” has the meaning set forth in Section 6.03(a) of this Agreement.

“Ordinary Course of Business” means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person.

“Other Taxes” means any Tax imposed by any Tax Authority other than any Income Tax.

“Parties” and “Party” has the meaning set forth in the second sentence of this Agreement.

“Past Practice” has the meaning set forth in Section 3.03(a) of this Agreement.

“Payment Date” means (i) with respect to any CBS Federal Consolidated Income Tax Return, (A) the due date for any required installment of estimated Taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing such Tax Return determined under Section 6072 of the Code, or (C) the date such Tax Return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Person” has the meaning set forth in the Merger Agreement.

5

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period beginning after the Distribution Date.

“Post-Distribution Ruling” has the meaning set forth in Section 6.02(b) of this Agreement.

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

“Prime Rate” means a rate equal to the prime lending rate prevailing during the relevant period as published in The Wall Street Journal, calculated on a daily basis.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Radio or Acquiror management or shareholders, is a hostile acquisition, or otherwise, as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from Radio and/or one or more holders of outstanding shares of Radio Capital Stock, a number of shares of Radio Capital Stock or Acquiror Capital Stock that would, when combined with any other changes in ownership of Radio Capital Stock or Acquiror Capital Stock pertinent for purposes of Section 355(e) of the Code (including the Merger), comprise 50% or more of (i) the value of all outstanding shares of stock of Radio or Acquiror, as applicable, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of Radio or Acquiror, as applicable, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Radio or Acquiror of a shareholder rights plan, (ii) issuances by Radio or Acquiror that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer), in each case, of Treasury Regulation Section 1.355-7(d), including such issuances net of exercise price and/or tax withholding (provided, however, that any sale of such stock in connection with a net exercise or tax withholding is not exempt under this clause (ii) unless it satisfies the requirements of Safe Harbor VII of Treasury Regulations Section 1.355-7(d)), (iii) transfers of Radio Capital Stock or Acquiror Capital Stock that satisfy Safe Harbor VII (relating to public trading) of Treasury Regulation Section 1.355-7(d), or (iv) Specified Repurchases or Redemptions. For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging

6

shareholders. For purposes of this definition, each reference to Radio shall include a reference to any entity treated as a successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute, Treasury Regulations promulgated under Section 355(e) of the Code or official IRS guidance with respect thereto shall be incorporated in this definition and its interpretation.

“Proposed Allocation” has the meaning set forth in Section 3.07(b) of this Agreement.

“Radio” has the meaning set forth in the first sentence of this Agreement.

“Radio Active Trade or Business” means the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the business of operating radio stations in the (i) New York, New York, (ii) Chicago, Illinois and (iii) Philadelphia, Pennsylvania markets, as conducted immediately prior to the First Distribution by the Radio SAG.

“Radio Business” has the meaning set forth in the Separation Agreement.

“Radio Capital Stock” means all classes or series of capital stock of Radio (or any entity treated as a successor to Radio), including (i) the Radio Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments treated as stock in Radio (or any entity treated as a successor to Radio) for U.S. federal income tax purposes.

“Radio Carryback” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the Radio Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“Radio Common Stock” means the common stock of Radio.

“Radio Entity” means an entity which is a member of the Radio Group.

“Radio Group” has the meaning set forth in the Separation Agreement.

“Radio Indemnified Party” means any officer, director or employee of Radio or any of its Affiliates.

“Radio Reorganization” has the meaning set forth in the Recitals.

“Radio SAG” means the separate affiliated group of Radio, within the meaning of Section 355(b)(3)(B) of the Code.

“Radio Separate Return” means any Tax Return of or including any member of the Radio Group (including any consolidated, combined or unitary Tax Return) that does not include any member of the CBS Group.

“Radio Working Capital” has the meaning set forth in the Merger Agreement.

7

“Refund” means any Tax Benefit, but only to the extent such Tax Benefit is actually realized in cash or as a reduction to Taxes otherwise payable by the relevant party, together with any interest paid on or with respect to such Tax Benefit; provided, however, that the amount of any Tax Benefit shall be net of any Taxes imposed by any Tax Authority on the receipt of the Tax Benefit, including any Taxes imposed by way of withholding or offset.

“Representation Letters” means the statements of facts and representations, officer’s certificates, representation letters and any other materials delivered by CBS, Radio, Acquiror or any of their respective Affiliates or representatives in connection with the rendering by the Tax Advisors of the Tax Opinions, in each case containing customary representations and statements, reasonably satisfactory in form and substance to the Tax Advisors of Acquiror and CBS.

“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” has the meaning set forth in Section 8.01 of this Agreement.

“Ruling Request” means any letter filed by CBS with the IRS or other Tax Authority requesting a Post-Distribution Ruling (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such ruling request letter.

“Second Distribution” has the meaning set forth in the Recitals.

“Separate Return” means a CBS Separate Return or a Radio Separate Return, as the case may be.

“Separation Agreement” has the meaning set forth in the Recitals.

“Separation Tax Losses” means (i) all Taxes imposed pursuant to (or any reduction to a Refund resulting from) any Final Determination or otherwise; (ii) all third party accounting, legal and other professional fees and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all third party costs, expenses and damages associated with any stockholder litigation or other controversy and any amount paid by CBS (or any CBS Affiliate) or Radio (or any Radio Affiliate) in respect of any liability of or to shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Distributions to have Tax-Free Status.

“Specified Repurchases or Redemptions” means repurchases or redemptions by Acquiror that satisfy the following criteria: (i) the repurchase or redemption is motivated by a non-tax business purpose, (ii) the stock to be repurchased or redeemed is widely held, (iii) the repurchase or redemption is made in the open market, (iv) the repurchase or redemption is not motivated to any extent by a desire to increase or decrease the ownership percentage of any particular shareholder or group of shareholders, and (v) Acquiror will not know the identity of any shareholder from which its stock is redeemed or repurchased; provided that, no repurchase or redemption will be considered a Specified Repurchase or Redemption if at the time of the repurchase or redemption any shareholder of Acquiror was either (A) a controlling shareholder (within the meaning of Treasury Regulations Section 1.355-7(h)(3)), (B) a ten-percent

8

shareholder (within the meaning of Treasury Regulations Section 1.355-7(h)(14)) or (C) a member of a controlled group of corporations within the meaning of Section 1563 of the Code of which Acquiror is a member.

“State Income Tax” means any Tax imposed by any state of the United States or by any political subdivision of any such state which is imposed on or measured by income, including state or local franchise or similar Taxes measured by income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of or in addition to a tax imposed on or measured by income.

“Stock Split” has the meaning set forth in the Separation Agreement.

“Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

“Subsidiary” has the meaning set forth in the Merger Agreement.

“Tax” or “Taxes” means all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or foreign Tax Authority, including income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security (or similar), unemployment, disability, value added, alternative or add-on minimum or other taxes (including any amounts owed to any Governmental Authority or other Person in respect of abandoned or unclaimed property, escheat or similar Laws), whether disputed or not, and including any interest, penalties or additions attributable thereto. For the avoidance of doubt, Tax includes any increase in Tax as a result of a Final Determination.

“Tax Advisor” means tax counsel of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Authority” means any Governmental Authority imposing any Tax, charged with the collection of Taxes or otherwise having jurisdiction with respect to any Tax.

“Tax Benefit” means any refund, reimbursement, offset, credit, or other reduction in liability for Taxes.

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with respect to Taxes (including any administrative or judicial review of any claim for any Tax Benefit with respect to Taxes previously paid).

“Tax-Free Status” means the qualification of (i) each of the Distributions as a transaction (a) described in Section 355(a) of the Code; (b) in which the stock distributed thereby

9

is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code (and neither Section 355(d) or 355(e) of the Code cause such stock to be treated as other than “qualified property” for any purposes), and (c) in which the relevant Distributing Company, Radio and the shareholders of CBS, as applicable, recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and/or 1032 of the Code, as applicable, other than, in the case of CBS (or any other member of the CBS Group) and Radio (or any other member of the Radio Group), intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code; (ii) the Merger as not causing Section 355(e) of the Code to apply to any of the Distributions; and (iii) the Merger as a “reorganization” within the meaning of Section 368(a) of the Code and each of Acquiror, Merger Sub, and Radio as a “party to a reorganization” within the meaning of Section 368(b) of the Code.

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the law of any Governmental Authority relating to any Tax.

“Tax Opinions” means the Distribution Tax Opinion and the Merger Tax Opinions.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (i) Tax Returns, (ii) Tax Return work papers, (iii) documentation relating to Tax Contests, and (iv) other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“Tax Return” or “Return” means any report of Taxes due, any claim for a Tax Benefit, any information return or estimated Tax return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is reasonably acceptable to CBS, and on which CBS may rely to the effect that a transaction will not adversely affect the Tax-Free Status. Any such opinion must assume that the Distributions and the Merger would have qualified for Tax-Free Status if the transaction in question did not occur.

“Westinghouse” has the meaning set forth in the Recitals.

10

Article 2. Responsibility for Tax Liabilities.

Section 2.01 General Rule.

(a) CBS Liability. CBS shall be liable for, and shall indemnify, defend, and hold harmless the Acquiror Group, the Radio Group, any Acquiror Indemnified Party and any Radio Indemnified Party from and against any liability for, Taxes for which CBS is responsible under this Article 2.

(b) Acquiror and Radio Liability. Acquiror and Radio shall be liable for, and shall indemnify, defend, and hold harmless the CBS Group and any CBS Indemnified Party from and against any liability for, Taxes for which Acquiror or Radio is responsible under this Article 2.

Section 2.02 Joint Returns. Except as provided in Section 2.05 and/or Section 2.07, CBS shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the CBS Group files or is required to file under the Code or other applicable Tax Law; provided, however, that to the extent any such Joint Return includes any Tax Item attributable to any member of the Radio Group or to the Radio Business for any Post-Distribution Period, Acquiror and Radio shall be responsible for all Taxes attributable to such Tax Items.

Section 2.03 Separate Returns. Except as provided in Section 2.05, Section 2.06, and/or Section 2.07, CBS, Acquiror and Radio shall be responsible for all Taxes reported, or required to be reported, on any Separate Return as follows:

(a) CBS Separate Returns. CBS shall be responsible for all Taxes reported, or required to be reported, on (x) a CBS Separate Return or (y) a Radio Separate Return with respect to a Pre-Distribution Period.

(b) Radio Separate Returns. Acquiror and Radio shall be responsible for all Taxes reported, or required to be reported, on a Radio Separate Return with respect to a Post-Distribution Period.

Section 2.04 Allocation Conventions. For purposes of Section 2.02 and Section 2.03, Taxes shall be allocated in accordance with Section 3.01(c), Section 3.05, and Section 3.07.

Section 2.05 Additional Acquiror and Radio Liability. Acquiror and Radio shall be liable for, and shall indemnify, defend, and hold harmless the CBS Group and any CBS Indemnified Party from and against, any liability for, without duplication:

(a) any Tax resulting from a breach by Acquiror or, after the Effective Time, Radio of any covenant in this Agreement, the Merger Agreement, the Separation Agreement or any Ancillary Agreement, in each case, that causes the Tax-Free Status of any of the Distributions or the Merger to be lost;

(b) any Tax resulting from any breach by Acquiror or Radio of any representations, or portions thereof, made by it in this Agreement, the Merger Agreement, the Separation Agreement or any Ancillary Agreement or in connection with any Representation Letter or any

11

Tax Opinion, in each case, only to the extent such breach is as a result of any action (or failure to take any action) of Acquiror, Radio, or any member of the Acqiuror Group after the Effective Time that causes the Tax-Free Status of any of the Distributions or the Merger to be lost;

(c) any Separation Tax Losses for which Acquiror or Radio is responsible pursuant to Section 6.04 of this Agreement; and

(d) any costs and expenses (including reasonable legal fees and expenses), other than those taken into account as Separation Tax Losses, incurred in connection with any amounts for which Acquiror or Radio is required to indemnify any Person pursuant to Section 2.01, the above provisions of this Section 2.05, Section 6.04 or otherwise pursuant to this Agreement;

provided, however, that neither Acquiror nor Radio shall be required to indemnify, defend or hold harmless the CBS Group or any CBS Indemnified Party pursuant to this Section 2.05 in respect of any Tax resulting from any action required by the Separation Agreement, the Merger Agreement or any Ancillary Agreement or that is undertaken pursuant to the Radio Reorganization, the Distribution, or the Merger, in each case, to the extent such action does not constitute a breach by Acquiror or, after the Effective Time, Radio of any representation, warranty or covenant made by it in this Agreement, the Merger Agreement, the Separation Agreement or any Ancillary Agreement.

Section 2.06 Additional CBS Liability. CBS shall be liable for, and shall indemnify defend, and hold harmless the Acquiror Group, the Radio Group, any Acquiror Indemnified Party and any Radio Indemnified Party from and against, any liability for, without duplication:

(a) any Tax resulting from a breach by CBS of any covenant in this Agreement, the Merger Agreement, the Separation Agreement or any Ancillary Agreement, in each case, that causes the Tax-Free Status of any of the Distributions or the Merger to be lost;

(b) any Tax resulting from any breach of or inaccuracy in any representations made by CBS in this Agreement, Merger Agreement, the Separation Agreement or any Ancillary Agreement or in connection with any Representation Letter or any Tax Opinion, in each case, that causes the Tax-Free Status of any of the Distributions or the Merger to be lost;

(c) any Separation Tax Losses for which Acquiror and Radio are not responsible pursuant to Section 6.04 of this Agreement;

(d) any liability for Taxes imposed on any member of the Radio Group pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state law as a result of such member of the Radio Group having been a member of an affiliated, combined, consolidated, unitary or other similar group for a Tax Period or portion thereof ending on or before the Distribution Date; and

(e) any costs and expenses (including reasonable legal fees and expenses), other than those taken into account as Separation Tax Losses, incurred in connection with any amounts for which CBS is required to indemnify any Person pursuant to Section 2.01, the above provisions of this Section 2.06, Section 6.04 or otherwise pursuant to this Agreement.

12

Section 2.07 Limitation on CBS Liability for Other Taxes. Notwithstanding anything to the contrary in this Agreement, CBS shall not be required to indemnify, defend or hold harmless the Acquiror Group, the Radio Group or any Radio Indemnified Party for any Other Taxes pursuant to Section 2.01(a) (a) to the extent such Other Taxes were taken into account as liabilities in the determination of Radio Working Capital pursuant to the Merger Agreement and (b) until the aggregate amount of such Other Taxes indemnified pursuant to Section 2.01(a) exceeds $25,000, in which event CBS shall be required to indemnify the Acquiror Group, the Radio Group or any Radio Indemnified Party for all such Other Taxes from the first dollar thereof.

Section 2.08 No Liability for Prior Payments. For the avoidance of doubt, no Party shall have any responsibility with respect to, or have any obligation to repay, any payment made by another Party or any of its Affiliates prior to the date of this Agreement (whether made to such first Party, to any Tax Authority or to any other Person) in respect of any Taxes or other amounts for which such first Party is responsible hereunder.

Article 3. Preparation and Filing of Tax Returns.

Section 3.01 CBS Responsibility.

(a) CBS shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), (x) all Joint Returns and CBS Separate Returns which are required to be filed and (y) all Radio Separate Returns which are required to be filed for any Tax Period ending on or before the Distribution Date. CBS shall pay all Taxes shown to be due on such Tax Returns to the relevant Tax Authority, and Acquiror and Radio shall make any payments to CBS required pursuant to Section 2.01(b).

(b) With respect to any Radio Separate Return or Joint Return required to be filed by CBS pursuant to this Section 3.01, to the extent that the positions taken on such Tax Return would reasonably be expected to materially adversely affect the Tax position of any member of the Acquiror Group or (following the Effective Time) Radio Group, CBS shall submit a draft of the portion of such Tax Return that relates solely to the Radio Business to Acquiror at least 30 days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), and Acquiror shall have the right to review such portion of such Tax Return and to submit any reasonable changes to such portion of such Tax Return no later than 15 days prior to the due date for the filing of such Tax Return; provided, however, that nothing herein shall prevent CBS from timely filing any such Tax Return. The Parties agree to consult and to attempt to resolve in good faith any issues arising as a result of the review of any such Tax Return. Any disputes that the Parties are unable to resolve shall be resolved pursuant to Article 13 hereof. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or pursuant to Article 13 hereof) prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), such Tax Return shall be timely filed by CBS and the Parties agree to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

13

(c) With respect to the CBS Federal Consolidated Income Tax Return for the taxable year that includes the Distribution Date, CBS shall use the closing of the books method under Treasury Regulation Section 1.1502-76, unless otherwise agreed by CBS and Acquiror.

Section 3.02 Radio Responsibility.

(a) Acquiror and Radio shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), all Tax Returns required to be filed by or with respect to members of the Radio Group other than those Tax Returns which CBS is required to prepare and file pursuant to Section 3.01. Acquiror and Radio shall pay all Taxes shown to be due on such Tax Return to the relevant Tax Authority.

(b) With respect to any Tax Return required to be filed by Acquiror or Radio pursuant to Section 3.02, to the extent that such Tax Return relates to a Pre-Distribution Period, Acquiror and Radio shall submit a draft of such Tax Return to CBS at least 30 days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), and CBS shall have the right to review such Tax Return and to submit any reasonable changes to such Tax Return no later than 15 days prior to the due date for the filing of such Tax Return; provided, however, that nothing herein shall prevent Acquiror or Radio from timely filing (or causing to be timely filed) any such Tax Return. The Parties agree to consult and to attempt to resolve in good faith any issues arising as a result of the review of any such Tax Return. Any disputes that the Parties are unable to resolve shall be resolved pursuant to Article 13 hereof. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or pursuant to Article 13 hereof) prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), such Tax Return shall be timely filed (or caused to be timely filed) by Acquiror and Radio and the Parties agree to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

Section 3.03 Tax Reporting Practices.

(a) CBS General Rule. Except to the extent otherwise provided in Section 3.03(c), CBS shall report any item on any Tax Return that it is required to prepare and file or to cause to be prepared and filed pursuant to this Agreement in accordance with the past practices, accounting methods, elections or conventions (“Past Practice”) previously used by CBS with respect to the item in question (unless otherwise required by applicable Law), and to the extent that there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting practices selected by CBS.

(b) Radio General Rule. Except to the extent otherwise provided in Section 3.03(c), Acquiror and Radio shall report any item on any Tax Return that it is required to prepare and file or cause to be prepared and filed pursuant to this Agreement in accordance with Past Practice previously used by CBS or the appropriate Radio Entity, as appropriate, with respect to the item in question (unless otherwise required by applicable Law), and to the extent that there is no Past Practice, in accordance with reasonable Tax accounting practices selected by Acquiror and Radio.

14

(c) Reporting of Transactions. The Tax treatment of the Distributions and the Merger reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinions (to the extent still valid and in effect), taking into account the jurisdiction in which such Tax Returns are filed, provided, however, that if no Tax Opinion specifies the Tax treatment of any of the Distributions or the Merger in a particular Tax jurisdiction, the Tax treatment of such Distribution or Merger, as applicable, for such jurisdiction shall be as determined by the Party liable for any Tax with respect to such Distribution or Merger, after consulting in good faith with the other Parties.

Section 3.04 Consolidated or Combined Tax Returns. Acquiror and Radio shall take all actions and shall cause their respective Affiliates to take all actions as CBS may determine, after consulting with Acquiror in good faith, are required or appropriate, or otherwise requested by CBS in connection with the filing of any Joint Returns.

Section 3.05 Straddle Period Tax Allocation. CBS, Acquiror and Radio shall take all actions necessary or appropriate to close the taxable year of Radio and each Radio Entity for all Tax purposes as of the close of the Distribution Date to the extent required by applicable Law. With respect to Taxes for any Straddle Period, (i) if applicable Law does not require Radio or a Radio Entity, as the case may be, to close its taxable year on the Distribution Date, then the allocation of income or deductions required to determine any Taxes or other amounts attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books and records of Radio or such Radio Entity as of the close of the Distribution Date; provided, that exemptions, allowance or deductions that are calculated on an annual or periodic basis shall be allocated between such portions in proportion to the number of days in each such portion, and (ii) property Taxes or other non-Income Taxes that are calculated on an annual or periodic basis and not assessed with respect to a transaction or series of transactions shall be allocated to the portion of the Straddle Period ending on the Distribution Date and the portion of the Straddle Period beginning after the Distribution Date in proportion to the number of days in each such portion.

Section 3.06 Radio Carrybacks and Claims for Refunds.

(a) General. Unless CBS otherwise consents in writing or as required by Law, neither Acquiror nor Radio shall (i) file any Adjustment Request with respect to any Joint Return, (ii) fail to waive any available elections to carry back to any Joint Return any Radio Carryback arising in a Post-Distribution Period, and (iii) make any affirmative election to claim any such Radio Carryback with respect to any Joint Return.

(b) Extraordinary Transactions. Notwithstanding anything to the contrary in this Agreement, except as required by Law, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by Radio or any Radio Entity on the Distribution Date after the Effective Time as occurring on the day after the Distribution Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law, unless such allocation is not “reasonable” within the meaning of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B).

15

(c) In the event that Acquiror and Radio (or the appropriate member of the Radio Group) are prohibited by applicable Law from waiving or otherwise forgoing a Radio Carryback or CBS consents to a Radio Carryback, CBS shall cooperate with Acquiror and Radio, at Acquiror’s and Radio’s expense, in seeking from the appropriate Tax Authority such Tax Benefit (which, to the extent permitted by applicable Law, CBS shall elect to receive in the form of a cash refund rather than as a credit toward or reduction in future Taxes) as reasonably would result from such Radio Carryback, to the extent that such Tax Benefit is directly attributable to such Radio Carryback. To the extent such Tax Benefit is received in the form of a Refund in cash, CBS shall pay over to Acquiror or Radio the amount of such Refund within 10 days after such Refund is received and, to the extent that a Tax Authority requires CBS to apply or cause to be applied the Tax Benefit as a credit toward or a reduction in Taxes in lieu of a cash Refund, within 10 days after a Refund with respect to such Tax Benefit is actually realized; provided, however, that Acquiror and Radio shall indemnify and hold the members of the CBS Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Radio Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the CBS Group if (i) such Tax Attributes expire unused, but would have been utilized but for such Radio Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such Radio Carryback.

(d) Unless Acquiror otherwise consents in writing or as required by Law, no member of the CBS Group shall file any Adjustment Request with respect to any Radio Separate Tax Return or any Joint Return for a Straddle Period if, in each case, such Adjustment Request could reasonably be expected to increase the Tax liability of any member of the Acquiror Group for any Tax Period or Radio Group for any Post-Distribution Period. For any Joint Return for any other Tax Period, unless required by Law, any such Adjustment Request filed by any member of the CBS Group shall be done in good faith with respect to any adverse Tax impact regarding any member of the Acquiror Group for any Tax Period or Radio Group for any Post-Distribution Period.

Section 3.07 Apportionment of Tax Attributes.

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the CBS Group and the members of the Radio Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement (including Schedule 3.07(a) hereto), Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

(b) On or before the first anniversary of the Distribution Date, CBS shall deliver to Acquiror its determination in writing of the portion, if any, of any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the Radio Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). Acquiror shall have 60 days to review the Proposed Allocation and provide CBS any comments with respect thereto. If Acquiror either provides no comments or provides comments to which CBS agrees in writing, such resulting determination will become final (the “Final Allocation”). If Acquiror provides

16

comments to the Proposed Allocation and CBS does not agree, the Final Allocation (or such portion(s) of the Final Allocation as to which the Parties do not agree) will be determined by a neutral accounting firm reasonably acceptable to the Parties (the “Accounting Firm”). The Accounting Firm shall resolve the dispute according to such procedures as the Accounting Firm deems advisable and shall furnish written notice to the Parties of its resolution of any such dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm shall be consistent with the terms of this Agreement, and, if so consistent, shall be conclusive on the Parties and shall be the Final Allocation (or shall replace the disputed portion(s) of the Final Allocation, as applicable). In accordance with Article 15, each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Accounting Firm, and all fees and expenses of the Accounting Firm in connection with such referral shall be shared equally by the Companies. All members of the CBS Group, Acquiror Group and Radio Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, CBS shall promptly notify Acquiror in writing of such adjustment. For the avoidance of doubt, CBS shall not be liable to any member of the Acquiror Group or Radio Group for any failure of any determination under this Section 3.07(b) to be accurate under applicable Tax Law, provided such determination was made in good faith.

(c) To the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a).

Article 4. Calculation of Tax and Payments.

Section 4.01 Payment of Liability With Respect to Tax Due. Except as provided in Section 6.05, at least 7 Business Days prior to any Payment Date for any Tax Return for which CBS is the Responsible Party, Acquiror and Radio shall pay to CBS the amount Acquiror and Radio are responsible for under the provisions of Article 2 as calculated pursuant to this Agreement. Except as provided in Section 6.05, at least 7 Business Days prior to any Payment Date for any Tax Return for which Acquiror or Radio is the Responsible Party, CBS shall pay to Acquiror and Radio the amount CBS is responsible for under the provisions of Article 2 as calculated pursuant to this Agreement. To the extent a payment attributable to estimated taxes is made pursuant to this Section 4.01, the amounts owed will be recomputed and appropriate adjustments shall be made no later than December 31^st of the year in which the Tax Return for the full year with respect to which such estimated Tax payments were made is filed.

Section 4.02 Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

Section 4.03 Method for Making Payments. All payments required to be made under this Agreement shall be made by CBS directly to Acquiror and by Acquiror directly to CBS; provided, however, that if the Parties mutually agree with respect to any such indemnification

17

payment, any member of the CBS Group, on the one hand, may make such indemnification payment to any member of the Acquiror Group, on the other hand, and vice versa. Unless otherwise specified in this agreement, all indemnification payments shall be made within 10 Business Days of the receipt by the indemnifying party of notification of the amount owed, together with reasonable documentation showing the basis for the calculation of such amount and evidence of payment of such amounts by the indemnified party to the relevant Tax Authority or other recipient. All indemnification payments shall be treated in the manner described in Section 12.01.

Article 5. Refunds.

Section 5.01 Refunds.

(a) CBS shall be entitled to any Refund attributable to Taxes for which CBS is liable hereunder and, to the extent permitted by applicable Law, shall elect to receive any such Refund as a cash refund rather than as a credit toward or reduction in future Taxes. Acquiror or Radio shall be entitled to any Refund attributable to Taxes for which Acquiror or Radio is liable hereunder and, to the extent permitted by applicable Law, shall elect to receive any such Refund as a cash refund rather than as a credit toward or reduction in future Taxes. To the extent that a Tax Authority requires CBS to apply or cause to be applied an overpayment of Taxes for which Acquiror or Radio (after the Effective Time) is liable under this Agreement as a credit toward or a reduction in Taxes otherwise payable by CBS in lieu of a Refund and such overpayment of Taxes, if received as a Refund, would have been payable by CBS to Acquiror or Radio pursuant to this Section 5.01(a), CBS shall pay such amount to Acquiror no later than the due date for filing the Tax Return for which such overpayment is applied. To the extent that a Tax Authority requires Acquiror or Radio (after the Effective Time) to apply or cause to be applied an overpayment of Taxes for which CBS is liable under this Agreement as a credit toward or a reduction in Taxes otherwise payable by Acquiror or Radio (after the Effective Time) in lieu of a Refund and such overpayment of Taxes, if received as a Refund, would have been payable by Acquiror or Radio to CBS pursuant to this Section 5.01(a), Acquiror shall pay such amount to CBS no later than the due date for filing the Tax Return for which such overpayment is applied. A Party receiving a Refund to which another Party is entitled hereunder shall pay such Refund to such other Party within 10 Business Days after such Refund is received or the benefit of such Refund is realized.

(b) In the event of an adjustment pursuant to a Final Determination relating to Taxes for which Acquiror and Radio, on the one hand, or CBS, on the other hand, are or is responsible pursuant to Article 2 which would have given rise to a Refund but for an offset against the Taxes for which the other Party or Parties are or may be responsible pursuant to Article 2 (the “Benefited Party”), then the Benefited Party shall pay to the other Party or Parties, within 10 Business Days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party plus interest at the Prime Rate on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date.

(c) To the extent that the amount of any Refund under this Section 5.01 or Section 3.06 is later reduced by a Tax Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 5.01 or Section 3.06, and an appropriate adjusting payment shall be made.

18

Article 6. Tax-Free Status.

Section 6.01 Representations and Warranties.

(a) Acquiror hereby represents and warrants or covenants and agrees, as appropriate, that the facts represented and the representations made in the Representation Letters from Acquiror (the “Acquiror Representation Letters”), to the extent (i) descriptive of (A) the Acquiror Group at any time (including the plans, proposals, intentions and policies of the Acquiror Group at any time, and including the representation that Acquiror would not have consummated the Merger but for the Distributions), or (B) the Radio Group (including the plans, proposals, intentions and policies of Radio, its Subsidiaries, the Radio Business or the Radio Group) after the Effective Time, or (ii) relating to the actions or non-actions of the Radio Group to be taken (or not taken, as the case may be) after the Effective Time, are, or will be from the time presented or made through and including the Effective Time (and thereafter as relevant) true, correct and complete in all respects.

(b) CBS hereby represents and warrants or covenants and agrees, as appropriate, that (i) the facts presented and the representations made in the Representation Letters, to the extent descriptive of (A) the CBS Group at any time or (B) the Radio Group at any time at or prior to the Effective Time (including, in each case, (x) the business purposes for each of the Distributions described in the Representation Letters to the extent that they relate to the CBS Group at any time or the Radio Group at any time at or prior to the Effective Time, and (y) the plans, proposals, intentions and policies of the CBS Group at any time or the Radio Group at any time prior to the Effective Time), are, or will be from the time presented or made through and including the Effective Time (and thereafter as relevant) true, correct and complete in all respects.

(c) Each of CBS, Radio and Acquiror represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Distributions or the Merger to be other than the Tax-Free Status.

(d) CBS represents and warrants that neither it, nor any of its Affiliates has any plan or intent to take any action that is inconsistent with any statements or representations made in the Representation Letters. Acquiror represents that neither it, nor any of its Subsidiaries (including, after the Effective Time, the members of the Radio Group), has any plan or intent to take any action that is inconsistent with any statements or representations made in the Acquiror Representation Letters.

Section 6.02 Restrictions Relating to the Distributions.

(a) Neither Acquiror nor Radio shall, and neither will permit any of its Affiliates to, take or fail to take, as applicable, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Acquiror Representation Letters. Neither Acquiror nor Radio shall, and neither will permit any of its Affiliates to, take or fail to take, as applicable, any action if such action or failure to act would or reasonably could be expected to adversely affect the Tax-Free Status of the Distributions or the Merger.

19

(b) Each of Acquiror and Radio and each other member of their respective Groups agrees that, from the date on which this Agreement is effective for such Person pursuant to Article 10 until the first Business Day after the two-year anniversary of the Distribution Date:

(i) Radio shall continue and cause to be continued the Radio Active Trade or Business of the Radio SAG,

(ii) Radio shall not voluntarily dissolve or liquidate (including any action that is a liquidation for federal income tax purposes),

(iii) neither Acquiror nor Radio shall enter into any Proposed Acquisition Transaction or, to the extent Acquiror or Radio or any other member of their respective Groups has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of Radio or Acquiror, as applicable, (D) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise),

(iv) neither Acquiror nor Radio (or any successor of Acquiror or Radio) will, or will agree to, merge, consolidate or amalgamate with any other Person (except as provided for under the Merger Agreement), provided that this Section 6.02(b)(iv) shall not apply to mergers, consolidations or amalgamations which do not result in Radio (or any successor) ceasing to exist as a corporation for U.S. federal income tax purposes,

(v) Radio will not in a single transaction or series of transactions sell, transfer, or otherwise dispose of or agree to sell, transfer or otherwise dispose of (including in any transaction treated for federal income tax purposes as a sale, transfer or disposition), or permit any other member of the Radio Group to sell, transfer, or otherwise dispose of or agree to sell, transfer or otherwise dispose of assets (including any shares of capital stock of a Subsidiary) that, in the aggregate, constitute 30% or more of the gross assets of the Radio Active Trade or Business (such percentage to be measured based on fair market value as of the Distribution Date), in each case other than (A) sales, transfers or dispositions of assets in the Ordinary Course of Business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes, (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of Radio or any member of the Radio Group, or (E) any sales, transfers or other dispositions of assets within the Radio SAG,

20

(vi) neither Acquiror nor Radio shall redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48),

(vii) neither Acquiror nor Radio will amend, or permit any other members of their respective Groups to amend, its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Radio Capital Stock or Acquiror Capital Stock (including, without limitation, through the conversion of one class of Radio Capital Stock or Acquiror Capital Stock into another class of Radio Capital Stock or Acquiror Capital Stock), or

(viii) neither Acquiror nor Radio shall take, or permit any other member of its respective Group to take, any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made or to be made in the Acquiror Representation Letters) which in the aggregate (and taking into account the Merger, and any other transactions described in this subparagraph (b)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Acquiror or Radio (or any successor) or would reasonably be expected to result in a failure to preserve the Tax-Free Status;

in each case, unless prior to taking any such action set forth in the foregoing clauses (i) through (viii), (A) Acquiror shall have requested that CBS obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.03(a) and (c) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and CBS shall have received such a Post-Distribution Ruling in form and substance satisfactory to CBS in its reasonable discretion, (B) Acquiror or Radio shall have provided CBS with an Unqualified Tax Opinion in form and substance satisfactory to CBS in its reasonable discretion (and in determining whether an opinion is satisfactory, CBS may consider, among other factors, the appropriateness of any underlying assumptions and any management representations used as a basis for the Unqualified Tax Opinion, and, for the avoidance of doubt, CBS may determine that no opinion would be acceptable to CBS if such a determination is reasonable) or (C) CBS shall have waived (which waiver may be withheld by CBS in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling and/or Unqualified Tax Opinion.

Section 6.03 Procedures Regarding Post Distribution Rulings and Unqualified Tax Opinions.

(a) If Acquiror notifies CBS that it or Radio desires to take one of the actions described in Section 6.02(b) (a “Notified Action”), CBS shall cooperate with Acquiror and use its reasonable best efforts to seek to obtain a Post-Distribution Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Acquiror or Radio, as applicable, to take the Notified Action, unless CBS shall have waived the requirement to obtain such ruling or opinion. Notwithstanding the foregoing, CBS shall not be required to file or cooperate in the

21

filing of any Ruling Request for a Post-Distribution Ruling under this Section 6.03(a) unless Acquiror represents that (A) it has read the Ruling Request, and (B) all statements, information and representations relating to any member of the Acquiror Group, contained in such Ruling Request are (subject to any qualifications therein) true, correct and complete. Acquiror shall reimburse CBS for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of CBS personnel, incurred by the CBS Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Acquiror within ten Business Days after receiving an invoice from CBS therefor.

(b) Post-Distribution Rulings or Unqualified Tax Opinions at CBS’s Request. CBS shall have the right to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If CBS determines to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, Acquiror and Radio shall (and shall cause their respective Affiliates to) cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Post-Distribution Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information reasonably requested by the IRS or Tax Advisor; provided that Acquiror and Radio shall not be required to make (or cause any member of the Acquiror Group to make) any representation or covenant that is untrue or inconsistent with historical facts or as to future matters or events over which matters or events they have no control). CBS shall reimburse Acquiror for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Acquiror personnel, incurred by the Acquiror Group in connection with such cooperation within ten Business Days after receiving an invoice from Acquiror therefor.

(c) Except as provided in Sections 6.03(a) and (b), following the Distribution Date, neither Acquiror nor Radio shall, nor shall either Acquiror or Radio permit their respective Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning any of the Distributions (including the impact of any other transaction on the Distributions) unless Acquiror and Radio shall have obtained the prior written consent of CBS, such consent not to be unreasonably withheld, conditioned or delayed.

Section 6.04 Liability for Separation Tax Losses.

(a) Notwithstanding anything in this Agreement, the Separation Agreement or the Merger Agreement to the contrary (and in each case regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clauses (A), (B) or (C) of Section 6.02(b) may have been provided), but subject to Section 2.06 and Section 6.07, Acquiror and Radio shall be responsible for any Separation Tax Losses that are attributable to or result from any one or more of the following: (A) the acquisition following the Merger of all or a portion of either or both of Acquiror’s and/or Radio’s stock and/or of the Radio Group’s assets by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by either or both of Acquiror and/or Radio or any other member of their respective Groups (provided that, in the case of Radio or any other member of the Radio Group, such negotiations, understandings, agreements or arrangements follow the Merger) with respect to transactions or events (including, without limitation, stock issuances, whether pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a

22

series of such transactions or events), other than the Merger or any transactions contemplated by the Merger Agreement, the Separation Agreement or any Ancillary Agreement, that cause any of the Distributions to be treated as part of a plan (which plan may include the Merger) pursuant to which one or more Persons acquire directly or indirectly stock of either or both of Acquiror and/or Radio representing a Fifty-Percent or Greater Interest therein, as applicable, (C) any action or failure to act by either or both of Acquiror and/or Radio or any other member of their respective Groups (in the case of Radio or any member of the Radio Group, after the Merger) (including, without limitation, any amendment to such Person’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of either or both of Acquiror’s and/or Radio’s stock (including, without limitation, through the conversion of one class of Radio Capital Stock or Acquiror Capital Stock into another class of Radio Capital Stock or Acquiror Capital Stock, but not including the composition of the Acquiror Board (as defined in the Merger Agreement) as contemplated by Section 7.22(a) of the Merger Agreement), other than entering into the Merger or any transactions contemplated by the Merger Agreement, the Separation Agreement or any Ancillary Agreement, (D) any act or failure to act by either or both of Acquiror and/or Radio or any other member of their respective Groups that would affect the Tax-Free Status of the Distributions or Merger (regardless whether such act or failure to act may be covered by a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clauses (A), (B) or (C) of Section 6.02(b)), other than entering into the Merger, or (E) any breach or inaccuracy by either or both of Acquiror and/or Radio or any other member of their respective Groups of any of their agreements or representations set forth herein; provided, however, that notwithstanding the foregoing, in the case of an acquisition described in clause (A) of this Section 6.04(a), which acquisition is made in the open market by any person (x) who is not (i) a member of the Acquiror Group, (ii) an Affiliate of Acquiror, (iii) an officer or director of Acquiror, (iv) a controlling shareholder (within the meaning of Treasury Regulations Section 1.355-7(h)(3)) of Acquiror, or (v) any other person acting with the implicit or explicit permission of Acquiror, and (y) who was not solicited to make such acquisition by any person described in subclauses (i), (ii), (iii), (iv) or (v) of this sentence, then Acquiror and Radio shall be responsible for only fifty percent (50%) of any Separation Tax Losses attributable to or resulting from such acquisition.

(b) To the extent that any Separation Tax Loss reasonably could be subject to indemnity under both Section 2.05 and Section 2.06, responsibility for such Separation Tax Loss shall be shared by CBS, on the one hand, and Acquiror and Radio, on the other hand, according to relative fault as determined by the Parties in good faith.

Section 6.05 Payment of Separation Taxes. Acquiror shall pay CBS the amount of any Separation Tax Losses for which Acquiror and Radio are responsible under Section 6.04 as a result of a Final Determination no later than 5 Business Days after the date such Separation Tax Losses are determined as a result of a Final Determination to be due.

Section 6.06 Protective Election. If CBS determines, in its reasonable discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Final Distribution, Acquiror and Radio agree to take any such action that is reasonably necessary to effect such election. If such a protective election is made, then this Agreement shall be amended in such a manner as is determined by the Parties to take into account the Tax Benefits resulting from such election.

23

Section 6.07 CBS Actions. If (a) (x) CBS waives, modifies or alters the condition in Section 2.2(a)(ii) of the Separation Agreement or the condition in Section 3.3(a)(ii) of the Separation Agreement and (y) CBS does not receive an opinion from Wachtell, Lipton, Rosen & Katz, counsel to CBS, concluding at a comfort level of “should” or higher that each of the Distributions qualifies as a tax-free transaction under Section 355 of the Code, or (b) CBS takes, or fails to take, or permits any CBS Affiliate to take or fail to take, any action, and solely as a result of such action or failure to act, together with all other actions or failures to act by CBS and any CBS Affiliates, one or more of the Distributions would reasonably be expected to fail to have Tax-Free Status, then, notwithstanding anything in this Agreement, the Separation Agreement or the Merger Agreement to the contrary, (i) CBS shall promptly provide notice to Acquiror of such fact; (ii) the Distribution Tax Opinion shall no longer be considered valid or in effect for purposes of Section 3.03(c); (iii) Section 6.02(b) shall be of no force or effect; (iv) no member of the Acquiror Group or Radio Group shall be responsible for any Separation Tax Losses pursuant to Section 6.04 or otherwise; (v) no member of the Acquiror Group or Radio Group shall be liable under Section 2.05 for the breach of any representation or covenant because any of the Distributions fails to have Tax-Free Status; and (vi) the Parties shall cooperate in good faith to revise the Proposed Allocation or Final Allocation and to file any amended Tax Returns as required by Law.

Article 7. Assistance and Cooperation.

Section 7.01 Assistance and Cooperation.

(a) The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any Tax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates available to such other Party as provided in Article 8. Each of the Parties shall also make available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Acquiror and Radio and each other member of their respective Groups shall cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information reasonably requested by any Tax Advisor or Tax Authority; provided that none of Radio, Acquiror or any other member of their respective Groups shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which matters or events it has no control).

24

(b) Any information or documents provided under this Article 7 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Merger Agreement, the Separation Agreement or any Ancillary Agreement, (i) neither CBS nor any CBS Affiliate shall be required to provide Radio, Acquiror or any of their respective Affiliates or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to a member of the Radio Group, the Radio Business or the assets of Radio or any Radio Affiliate, (ii) neither Radio, Acquiror nor any of their respective Affiliates shall be required to provide CBS or any CBS Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to a member of the CBS Group, the CBS Business or the assets of CBS or any CBS Affiliate, (iii) in no event shall CBS or any CBS Affiliate be required to provide Radio, Acquiror, or any of their respective Affiliates or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege, and (iv) in no event shall Radio, Acquiror or any of their respective Affiliates be required to provide CBS or any CBS Affiliate or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege. In addition, in the event that CBS reasonably determines that the provision of any information or documents to Radio, Acquiror or any of their respective Affiliates, or Radio or Acquiror reasonably determines that the provision of any information or documents to CBS or any CBS Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit each other’s compliance with its obligations under this Article 7 in a manner that avoids any such harm or consequence.

Section 7.02 Tax Return Information. Each of Radio, Acquiror and CBS, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made by CBS, Acquiror or Radio pursuant to this Agreement. Each of Radio, Acquiror and CBS, and each member of their respective Groups, acknowledge that failure to conform to the deadlines set forth in this Agreement could cause irreparable harm. Each Party shall provide to the other Parties information and documents relating to its Group reasonably required by the other Parties to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

Section 7.03 Reliance by CBS. If any member of the Acquiror Group supplies information to a member of the CBS Group in connection with Taxes and an officer of a member of the CBS Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the CBS Group identifying the information being so relied upon, the chief financial officer of Acquiror (or any officer of Radio or Acquiror as designated by the chief financial officer of Acquiror) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

25

Section 7.04 Reliance by Acquiror and Radio. If any member of the CBS Group supplies information to a member of the Acquiror Group or the Radio Group in connection with Taxes and an officer of a member of the Acquiror Group or the Radio Group, as applicable, signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Acquiror Group or the Radio Group, as applicable, identifying the information being so relied upon, the chief financial officer of CBS (or any officer of CBS as designated by the chief financial officer of CBS) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Article 8. Tax Records.

Section 8.01 Retention of Tax Records. Each Company shall preserve and keep all Tax Records and related work papers and other documentation in its possession as of the date hereof for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 60 days’ prior written notice to the other Parties. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agree, then such first Party may dispose of such Tax Records upon 60 days’ prior notice to the other Parties. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such 60-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system upon 60 days’ prior notice to the other Parties and the other Parties shall have the opportunity, at their cost and expense, to copy, within such 60-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.02 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession pertaining to (a) in the case of any Tax Return of the CBS Group, the portion of such return that relates to Taxes for which the Radio Group or the Acqiuror Group may be liable pursuant to this Agreement or (b) in the case of any Tax Return of the Radio Group or the Acqiuror Group, the portion of such return that relates to Taxes for which the CBS Group may be liable pursuant to this Agreement, and shall permit the other Parties and their Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax

26

auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 8.03 Preservation of Privilege. The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Article 9. Tax Contests.

Section 9.01 Notice. Each of CBS, Radio and Acquiror shall provide prompt notice to the other Parties of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax Period for which it reasonably expects to be indemnified by another Party hereunder or for which it reasonably may be required to indemnify another Party hereunder, or otherwise relating to the Tax-Free Status of the Distributions or the Merger (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.02 Control of Tax Contests.

(a) CBS Control. Notwithstanding anything in this Agreement to the contrary, CBS shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) any member of the CBS Group, (iii) any member of the Radio Group relating to the Pre-Distribution Period, and (iv) Separation Tax Losses. Subject to Sections 9.02(c) and (d), CBS shall have reasonable discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to a Radio Separate Return for a Straddle Period, and absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest, including exclusive authority with respect to any settlement of such Tax liability.

27

(b) Acquiror Control. Except as otherwise provided in this Section 9.02, Acquiror shall have the right to control any Tax Contest with respect to any member of the Radio Group to the extent related solely to any Post-Distribution Period. Subject to Section 9.02(c) and (d), Acqiuror shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest, including exclusive authority with respect to any settlement of such Tax liability.

(c) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, however, that, to the extent any such Tax Contest may give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, the Controlling Party shall not settle any such Tax Contest without obtaining the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld). Subject to Section 9.02(e), and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 9.02(a) or (b), “Controlling Party” means the Company entitled to control the Tax Contest under such Section and “Non-Controlling Party” means (x) CBS if Acquiror is the Controlling Party and (y) Acquiror if CBS is the Controlling Party.

(d) Tax Contest Participation. Subject to Section 9.02(e), and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may

28

have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) CBS Consolidated Federal Income Tax Return. Notwithstanding anything in this Article 9 to the contrary, in the case of a Tax Contest related to (x) a CBS Federal Consolidated Income Tax Return or (y) any other consolidated, combined or unitary Income Tax Return that includes any member of the Radio Group, on the one hand, and any member of the CBS Group, on the other hand, (i) the rights of Acquiror and Radio and their respective Affiliates under Section 9.02(c) and Section 9.02(d) shall be limited in scope to the portion of such Tax Contest relating to Taxes for which Acquiror or Radio may reasonably be expected to become liable to make any indemnification payment to CBS under this Agreement, and (ii) CBS shall have exclusive authority with respect to the settlement of such Tax Contest and shall exercise such authority in good faith with respect to any adverse Tax impact regarding any member of the Acquiror Group for any Tax Period or Radio Group for any Post-Distribution Period.

(f) Power of Attorney. Each member of the Acquiror Group shall execute and deliver to CBS (or such member of the CBS Group as CBS shall designate) any power of attorney or other similar document reasonably requested by CBS (or such designee) in connection with any Tax Contest (as to which CBS is the Controlling Party) described in this Article 9 within 2 Business Days of such request. Each member of the CBS Group shall execute and deliver to Acquiror (or such member of the Acquiror Group as Acquiror shall designate) any power of attorney or other similar document requested by Acquiror (or such designee) in connection with any Tax Contest (as to which Acquiror is the Controlling Party) described in this Article 9 within 2 Business Days of such request.

Article 10. Effective Date. Except as expressly set forth in this Agreement, as between CBS and Radio, this Agreement shall become effective upon the consummation of the Final Distribution, and as between CBS, Radio, and Acquiror, this Agreement shall become effective upon the consummation of the Merger.

Article 11. Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Article 12. Treatment of Payments.

Section 12.01 Treatment of Tax Indemnity Payments. In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, any payment required by this Agreement, the Separation Agreement, the Merger Agreement or any Ancillary Agreement (other than (x) any payment of interest accruing after the Distribution Date or (y) any payment pursuant to Section 3.5 of the Merger Agreement) shall be reported for Tax purposes by the payor and the recipient as either a contribution by CBS to Radio or a distribution by Radio to CBS, as the case may be, occurring immediately prior to the Final Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation

29

Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability. Except to the extent provided in Section 12.02, any Tax indemnity payment made by a Company under this Agreement shall be increased as necessary so that after making all payments in respect of Taxes imposed on or attributable to such indemnity payment, the recipient Company receives an amount equal to the sum it would have received had no such Taxes been imposed.

Section 12.02 Interest Under This Agreement. Notwithstanding anything herein to the contrary, to the extent one Party (“Indemnitor”) makes a payment of interest to another Party (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by Law) and as interest income by the Indemnitee (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Article 13. Disagreements.

Section 13.01 Discussion. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will endeavor, and they will cause their respective Group members to endeavor, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the CBS Group and any member of the Acquiror Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Dispute.

Section 13.02 Escalation.

(a) If such good faith negotiations do not resolve the Dispute, then the matter will be resolved through the procedures provided in Article VII of the Separation Agreement.

Article 14. Late Payments. Any amount owed by one Party to another Party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Article 14 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Article 14 or the interest rate provided under such other provision.

Article 15. Expenses. Except as otherwise provided in this Agreement, each Party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

30

Article 16. General Provisions.

Section 16.01 Addresses and Notices. Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 16.01: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 16.01 and shall be deemed given on the date that the intended addressee actually receives the notice.

(i) if to CBS:

CBS Corporation

51 West 52nd Street

New York, New York 10019

Attn: General Tax Counsel

Fax: (212) 597-4103

(ii) if to Radio, after the Effective Time, or Acquiror:

Entercom Communications Corp.

401 E. City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

Attn: Senior Vice President and General Counsel

Fax: (610) 660-5662

A Party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Party.

Section 16.02 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

Section 16.03 Waiver. The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 16.04 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

31

Section 16.05 Authority. Each of the Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 16.06 Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Party and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Party in accordance with Article 9.

Section 16.07 Integration. This Agreement, together with each of the exhibits appended hereto, contains the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the CBS Group, on the one hand, and any member or members of the Radio Group, on the other hand. In the event of any inconsistency between this Agreement, the Merger Agreement and the Separation Agreement, or any other agreements relating to the transactions contemplated by the Merger Agreement or the Separation Agreement, with respect to the subject matter hereof, the provisions of this Agreement shall control. The parties agree and acknowledge that the references to “Section 2.2(b)” of the Separation Agreement in (i) the definition of “Distribution Tax Opinion” in the Separation Agreement and (ii) Section 3.1(d) of the Merger Agreement, in each case, are typographical errors and instead such provisions refer to Section 2.2(a)(ii) of the Separation Agreement.

Section 16.08 Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any Party. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

Section 16.09 No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged Party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a Party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 16.10 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of

32

which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Party. The signatures of the Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 16.11 Governing Law. The internal laws of the State of New York (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and each of the exhibits hereto and thereto (whether arising in contract, tort, equity or otherwise).

Section 16.12 Jurisdiction. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (and the Parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in the Borough of Manhattan in New York, New York, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 16.13 Amendment. The Parties may amend this Agreement only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 16.14 Subsidiaries. If, at any time, CBS, Acquiror or Radio acquires or creates one or more subsidiaries that are includable in the CBS Group, Acquiror Group or Radio Group, as applicable, they shall be subject to this Agreement and all references to the CBS Group, Acquiror Group or Radio Group, as applicable, herein shall thereafter include a reference to such subsidiaries.

Section 16.15 Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the Parties (including but not limited to any successor of CBS, Acquiror or Radio succeeding to the Tax Attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement. Other than as permitted in the previous sentence, neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party.

Section 16.16 Injunctions. The Parties acknowledge that irreparable damage may occur in the event that any of the provisions of this Agreement, including Section 6.01 and Section 6.02, were not performed in accordance with its specific terms or were otherwise breached. The Parties shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement, including Section 6.01 and Section 6.02, and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

[Signatures appear on next page]

33

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

CBS CORPORATION, a Delaware corporation
By:	/s/ Richard M. Jones
	Name:  Richard M. Jones
	Title:    Executive Vice President and
	General Tax Counsel
CBS RADIO INC., a Delaware corporation
By:	/s/ Richard M. Jones
	Name:  Richard M. Jones
	Title:    Senior Vice President and
	General Tax Counsel
ENTERCOM COMMUNICATIONS CORP., a Pennsylvania Corporation
By:	/s/ Andrew P. Sutor, IV
	Name:  Andrew P. Sutor, IV
	Title:    Executive Vice President

[Signature page to the Tax Matters Agreement by and among CBS Corporation, CBS Radio Inc. and Entercom Communications Corp.]

EX-2.2

Exhibit 2.2

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

CBS CORPORATION

AND

ENTERCOM COMMUNICATIONS CORP.

DATED AS OF NOVEMBER 16, 2017

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
ARTICLE II
SERVICES, DURATION AND SERVICES MANAGERS
Section 2.01.	Services		4
Section 2.02.	Duration of Services		4
Section 2.03.	Additional Unspecified Services; Changes		4
Section 2.04.	New Services		6
Section 2.05.	Services Not Included		6
Section 2.06.	Transition Services Managers		6
Section 2.07.	Personnel		7
ARTICLE III
ADDITIONAL ARRANGEMENTS
Section 3.01.	Software and Software Licenses		8
Section 3.02.	Access to Facilities		9
Section 3.03.	Cooperation; Cutover		10
Section 3.04.	Data Protection; System Security		11
ARTICLE IV
COSTS AND DISBURSEMENTS
Section 4.01.	Costs and Disbursements		11
Section 4.02.	Tax Matters		12
Section 4.03.	No Right to Set-Off		13
ARTICLE V
STANDARD FOR SERVICE
Section 5.01.	Standard for Service		14
Section 5.02.	Disclaimer of Warranties		14
Section 5.03.	Compliance with Laws and Regulations		15
ARTICLE VI
LIMITED LIABILITY AND INDEMNIFICATION
Section 6.01.	Consequential and Other Damages		15
Section 6.02.	Limitation of Liability		15
Section 6.03.	Obligation To Re-perform; Liabilities		15
Section 6.04.	Release and Recipient Indemnity		16
Section 6.05.	Provider Indemnity		16
Section 6.06.	Indemnification Procedures		16

-i-

Section 6.07.	Liability for Payment Obligations	16
Section 6.08.	Exclusion of Other Remedies	16
Section 6.09.	Confirmation	16
ARTICLE VII
TERM AND TERMINATION
Section 7.01.	Term and Termination	17
Section 7.02.	Effect of Termination	18
Section 7.03.	Force Majeure	19
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01.	No Agency	19
Section 8.02.	Subcontractors	19
Section 8.03.	Treatment of Confidential Information	20
Section 8.04.	Further Assurances	20
Section 8.05.	Dispute Resolution	21
Section 8.06.	Notices	21
Section 8.07.	Severability	21
Section 8.08.	Entire Agreement	21
Section 8.09.	No Third-Party Beneficiaries	22
Section 8.10.	Governing Law	22
Section 8.11.	Amendment	22
Section 8.12.	Rules of Construction	22
Section 8.13.	Counterparts	23
Section 8.14.	Assignability	23
Section 8.15.	Public Announcements	24
Section 8.16.	Non-Recourse	24
SCHEDULE A CBS Services		A-1
SCHEDULE B Radio Services		B-1
EXHIBIT I Services Managers		I-1

-ii-

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of November 16, 2017 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and Entercom Communications Corp., a Pennsylvania corporation (“Entercom”). CBS and Entercom are herein referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of February 2, 2017, by and between CBS and CBS Radio Inc. (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

RECITALS

WHEREAS, prior to the Separation, CBS was engaged, directly and indirectly, in the Radio Business and CBS Radio Inc. (“Radio”) was a wholly owned indirect subsidiary of CBS;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 2, 2017 (as amended from time to time, the “Merger Agreement”), by and among CBS, Entercom, Radio, and certain of their Affiliates, Entercom has agreed to acquire the Radio Business and in order to facilitate the transactions contemplated thereby, the Parties have agreed to separate the Radio Business from the other businesses of CBS, on the terms and conditions set forth in the Separation Agreement;

WHEREAS, prior to the Separation, CBS has heretofore provided certain services to Radio in support of the Radio Business and Radio has provided certain services to CBS in support of the CBS Business;

WHEREAS, Entercom has requested from CBS, and CBS has requested from Entercom, that certain such services continue for a limited period of time pursuant to this Agreement;

WHEREAS, CBS and Radio have entered into the Separation Agreement;

WHEREAS, in order to facilitate and provide for an orderly transition under the Separation Agreement and Merger Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide to the other the Services (as defined herein) for a transitional period; and

WHEREAS, the Merger Agreement requires execution and delivery of this Agreement by CBS and Entercom on or prior to the Distribution Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Additional Services” shall have the meaning set forth in Section 2.03(a).

“Agreement” shall have the meaning set forth in the Preamble.

“CBS” shall have the meaning set forth in the Preamble.

“CBS Business” shall mean the businesses and operations of the CBS Group other than the Radio Business.

“CBS Group” shall have the meaning set forth in the Separation Agreement.

“CBS Local Service Manager” shall have the meaning set forth in Section 2.06(a).

“CBS Services” shall have the meaning set forth in Section 2.01.

“CBS Services Manager” shall have the meaning set forth in Section 2.06(a).

“Change of Control” means, with respect to a Party, (i) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than 50% of the total voting power of such Party; (ii) a merger, consolidation, recapitalization or reorganization of such party, unless securities representing more than 50% of the total voting power of the legal successor to such Party as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned such Party’s outstanding voting securities immediately prior to such transaction or (iii) the sale of all or substantially all of the consolidated assets of such Party; provided, in each case, that none of the Transactions shall be deemed to be a “Change of Control.”

“Common Agreements” shall have the meaning set forth in the Separation Agreement.

“Confidential Information” shall have the meaning set forth in Section 8.03(a).

“Cutover” shall have the meaning set forth in Section 3.03(b).

“Cutover Plan” shall have the meaning set forth in Section 3.03(b).

“Digital Serivces” shall mean any digital service provided by or for a Party which is the subject of the Joint Digital Services Areement between the Parties.

“Entercom Group” shall mean Entercom and its Subsidiaries, including the Radio Group.

“Force Majeure” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment.

-2-

“Interest Payment” shall have the meaning set forth in Section 4.01(d).

“New Services” shall have the meaning set forth in Section 2.04(a).

“Non-Income Taxes” shall have the meaning set forth in Section 4.02(a).

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

“Provider” shall mean the Party or its Subsidiary or Affiliate providing a Service under this Agreement.

“Provider Indemnified Party” shall have the meaning set forth in Section 6.04.

“Radio” shall have the meaning set forth in the Preamble.

“Radio Business” shall have the meaning set forth in the Separation Agreement.

“Radio Group” shall have the meaning set forth in the Separation Agreement.

“Radio Local Service Manager” shall have the meaning set forth in Section 2.06(b).

“Radio Services Manager” shall have the meaning set forth in Section 2.06(b)

“Recipient” shall mean the Party or its Subsidiary or Affiliate to whom a Service under this Agreement is being provided.

“Recipient Indemnified Party” shall have the meaning set forth in Section 6.05.

“Reimbursement Charges” shall have the meaning set forth in Section 4.01(c).

“Schedule(s)” shall have the meaning set forth in Section 2.02.

“Separation Agreement” shall have the meaning set forth in the Preamble.

“Service Charges” shall have the meaning set forth in Section 4.01(a).

“Service Extension” shall have the meaning set forth in Section 7.01(d).

“Service Increases” shall have the meaning set forth in Section 2.03(b).

“Services” shall have the meaning set forth in Section 2.01.

“Taxes” shall have the meaning set forth in the Tax Matters Agreement.

-3-

ARTICLE II

SERVICES, DURATION AND SERVICES MANAGERS

Section 2.01. Services. Subject to the terms and conditions of this Agreement, (a) CBS shall provide or cause to be provided to the Entercom Group the services listed on Schedule A to this Agreement (the “CBS Services”) and (b) Entercom shall provide or cause to be provided to the CBS Group the services listed on Schedule B to this Agreement (the “Radio Services,” and, collectively with the CBS Services, any Additional Services, any Service Increases and any New Services, the “Services”). All of the CBS Services shall be for the sole use and benefit of the Radio Business and all of the Radio Services shall be for the sole use and benefit of the CBS Business.

Section 2.02. Duration of Services. Subject to the terms of this Agreement, each of CBS and Entercom shall provide or cause to be provided to the respective Recipients each Service until the earlier to occur of, with respect to each such Service, (i) the expiration of the term for such Service (or, subject to the terms of Section 7.01(d), the expiration of any Service Extension) as set forth on Schedule A or Schedule B (each a “Schedule,” and, collectively, the “Schedules”) or (ii) the date on which such Service is terminated under Section 7.01(b).

Section 2.03. Additional Unspecified Services; Changes.

(a) After the date of this Agreement, if (i) (x) Entercom identifies a service (other than a Digital Service) that the CBS Group provided to the Radio Group prior to the Separation that Entercom reasonably needs in order for the Radio Business to continue to operate in substantially the same manner in which the Radio Business operated prior to the Separation, and such service was included on the initial draft of Schedule A provided by CBS prior to the execution of the Merger Agreement but thereafter removed, or (y) CBS identified a service (other than a Digital Service) that the Radio Group provided to the CBS Group prior to the Separation that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the Separation, and such service was included on the initial draft of Schedule B provided by CBS prior to the execution of the Merger Agreement but thereafter removed, and (ii) the requesting Party provides written notice to the other Party within 120 days following the date of this Agreement requesting such additional services, then such other Party shall provide such requested additional services (such requested additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

-4-

(b) After the date of this Agreement, if (i) a Recipient requests to increase, relative to historical levels prior to the Separation, the volume, amount, level or frequency, as applicable, of any Service provided by the Provider of such Service and (ii) such increase is reasonably determined by such Recipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any Service Increase, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor) or if and to the extent such Service Increase would require a material increase in the resources dedicated by Provider to the Services. In connection with any request for Service Increases in accordance with this Section 2.03(b), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(c) The Parties may, in accordance with the procedures specified in this Section 2.03(c), agree to modify the terms and conditions relating to the performance of or payment for a previously agreed-upon Service in order to reflect, among other things, new procedures, processes or other methods of providing such Service (a “Service Modification”).

(i) Change Requests. In the event either of the Parties desires a Service Modification, the Party requesting the Service Modification will deliver a written description of the proposed Service Modification (a “Change Request”) to the other Party’s Services Manager. Unless the Party receiving the Change Request agrees to implement the Change Request as proposed, the Services Managers will meet in person or by telephone to discuss in good faith the Change Request no later than ten (10) Business Days after delivery of the Change Request to the other Party.

(ii) Approval of Recipient Change Requests. All Change Requests from a Recipient must be consented to by the applicable Provider’s Services Manager in writing before the Service Modification may be implemented. Such consent will not be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (i) withhold such consent to the extent that such proposed Service Modification would materially increase the resources provided by Provider after giving effect to the Change Request, or (ii) condition such consent on Recipient agreeing to bear any reasonable and documented increase in Provider’s cost of performance.

(iii) Approval of Provider Change Requests. All Change Requests from a Provider must be consented to by the applicable Recipient’s Service Manager in writing before the Service Modifications may be implemented. Such consent will not be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (i) withhold such consent to the extent that such proposed Service Modification would materially decrease the resources

-5-

provided by Provider or otherwise materially adversely affect Provider’s performance of the Services after giving effect to the Change Request, or (ii) condition such consent on Provider agreeing to bear any cost increases.

(iv) Implementation of Approved Change. If a Change Request is approved in accordance with this Section, the corresponding Schedule and the definition of Services will be deemed amended as agreed by the Parties to reflect the implementation of the Change Request as well as any conditions or other terms agreed upon by the Parties in writing.

Section 2.04. New Services. (a) From time to time during the term of this Agreement, either Party may request the other Party to provide additional or different services (other than Digital Services) which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Increases, the “New Services”). The Party receiving such request shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any New Services, including because, (i) after good faith negotiations between the Parties pursuant to Section 2.04(b), the Parties fail to reach an agreement with respect to the terms (including the Service Charges) applicable to the provision of such New Services or (ii) it does not, in its reasonable judgment, have adequate resources to provide such New Service or if the provision of such New Service would significantly disrupt the operation of its businesses.

(b) In connection with any request for New Services in accordance with Section 2.04(a), the CBS Services Manager and the Radio Services Manager shall in good faith (i) negotiate the applicable Service Charge and the terms of a supplement to the applicable Schedule, which supplement shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such New Services and (ii) determine any costs and expenses, including any start-up costs and expenses, that would be incurred by the Provider in connection with the provision of such New Services, which costs and expenses shall be borne solely by the Recipient. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the New Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.05. Services Not Included. Except as expressly set forth on a Schedule, it is not the intent of the Provider to render, nor of the Recipient to receive from the Provider, professional advice or opinions, whether with regard to Tax, legal, treasury, finance, employment or other business or financial matters, technical advice, whether with regard to information technology or other matters, or the handling of or addressing environmental matters; the Recipient shall not rely on, or construe, any Service rendered by or on behalf of the Provider as such professional advice or opinions or technical advice; and the Recipient shall seek all third-party professional advice or opinions or technical advice as it may desire or need.

Section 2.06. Transition Services Managers. (a) CBS hereby appoints and designates the individual holding the CBS position set forth on Exhibit I to act as its initial services manager (the “CBS Services Manager”), who will be directly responsible for coordinating and managing the delivery of the CBS Services and have authority to act on CBS’s behalf with respect to

-6-

matters relating to the provision of Services under this Agreement. The CBS Services Manager will work with the personnel of the CBS Group to periodically address issues and matters raised by the Entercom Group relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 8.06, all communications from the Entercom Group to CBS pursuant to this Agreement regarding routine matters involving a Service shall be made first through the individual specified as the local service manager (the “CBS Local Service Manager”) with respect to such Service on Schedule A or such other individual as may be specified by the CBS Services Manager in writing and delivered to Entercom by email or facsimile transmission with receipt confirmed; provided that, if the CBS Local Service Manager is not available, communication shall thereafter be made through the CBS Services Manager. CBS shall notify Entercom of the appointment of a different CBS Services Manager or CBS Local Service Manager(s), if necessary, in accordance with Section 8.06.

(b) Entercom hereby appoints and designates the individual holding the Radio position set forth on Exhibit I to act as its initial services manager (the “Radio Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Radio Services and have authority to act on Entercom’s behalf with respect to matters relating to this Agreement. The Radio Services Manager will work with the personnel of the CBS Group to periodically address issues and matters raised by CBS relating to this Agreement. Notwithstanding the requirements of Section 8.06, all communications from CBS to Entercom pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Radio Local Service Manager”) with respect to such Service on Schedule B or as specified by the Radio Services Manager in writing and delivered to CBS by email or facsimile transmission with receipt confirmed; provided that if the Radio Local Service Manager is not available, communication shall thereafter be made through the Radio Services Manager. Entercom shall notify CBS of the appointment of a different Radio Services Manager or Radio Local Service Manager(s), if necessary, in accordance with Section 8.06.

(c) The Parties shall cause their respective Service Managers and/or Local Service Managers, as applicable, to meet (in person or by phone or videoconference) on a monthly basis during the Term, or with such other frequency as they may mutually agree in good faith as is necessary to support an orderly transition of the Radio Business. At such meetings, the Service Managers or Local Service Managers shall discuss the performance of the Services and any concerns of the Parties or a Party regarding such Services (including the provision of and payment for the Services provided under this Agreement, potential changes to systems or personnel used to perform the Service, and/or the status of the Parties’ transition efforts to achieve the Cutover).

Section 2.07. Personnel. (a) The Provider of any Service will make available to the Recipient of such Service such appropriately qualified personnel as may be necessary to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Provider. The Provider will have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided, however, that any such removal or replacement shall not be the basis for any increase in any Service Charge or Reimbursement Charge payable hereunder or relieve the Provider of its obligation to provide any Service hereunder; and provided, further, that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

-7-

(b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Recipient. The Recipient will have the right, in its reasonable discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided, however, that any directly resulting increase in costs to the Provider shall be borne by the Recipient and any directly resulting adverse effect to the provision of such Service by the Provider shall not be deemed a breach of this Agreement; and provided, further, that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel.

(c) No Provider shall be liable under this Agreement for any liabilities incurred by the Recipient Indemnified Parties that are primarily attributable to, or that are primarily a consequence of, any actions or inactions of the personnel of the Recipient, except for any such actions or inactions undertaken pursuant to the direction of the Provider.

(d) Nothing in this Agreement shall grant the Provider, or its employees or agents that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees and agents shall not be required to report to the management of the Recipient nor be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services, Service Increases or New Services) or otherwise expressly set forth in the Separation Agreement, another Ancillary Agreement or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

ARTICLE III

ADDITIONAL ARRANGEMENTS

Section 3.01. Software and Software Licenses. (a) If and to the extent requested by Entercom, CBS shall use commercially reasonable efforts to assist Entercom in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and the Radio Business to receive, CBS Services; provided that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Entercom to obtain any such license or rights (except and to the extent that Entercom advances such fees or payments to CBS); provided, further, that CBS shall not be required to seek broader rights or more favorable terms for Entercom than those applicable to CBS or Radio, as the case may be, prior to the Separation or as may be applicable to CBS from time to time hereafter; and, provided, further, that Radio shall bear only those costs that relate solely and directly to obtaining such licenses (or other

-8-

appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Entercom will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Entercom is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and the Radio Business to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

(b) If and to the extent requested by CBS, Entercom shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Entercom to provide, and CBS to receive, Radio Services; provided that Radio shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the extent that CBS advances such fees or payments to Radio); provided, further, that Entercom shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Radio or CBS, as the case may be, prior to the date of this Agreement or as may be applicable to Entercom from time to time hereafter; and, provided, further, that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Entercom’s efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Entercom enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Entercom to provide, and CBS to receive, such Radio Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

(c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Section 3.02. Access to Facilities. (a) Entercom shall, and shall cause other members of the Entercom Group to, allow CBS and its Representatives reasonable access to the facilities of the Entercom Group necessary for CBS to fulfill its obligations under this Agreement.

(b) CBS shall, and shall cause its Subsidiaries to, allow Entercom and its Representatives reasonable access to the facilities of the CBS Group necessary for Entercom to fulfill its obligations under this Agreement.

-9-

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford the other Party, its Subsidiaries and Representatives, following not less than five (5) business days’ prior written notice from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure and personnel of the relevant Providers as reasonably necessary for the other Party to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided, however, such access shall not unreasonably interfere with any of the business or operations of such Party or its Subsidiaries.

(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

(e) Unless otherwise agreed to in writing by the Parties, each Party will: (i) use the facilities of the other Party solely for the purpose of providing or receiving the Services, as applicable, and not to provide goods or services to or for the benefit of any third party or for any unlawful purpose; (ii) comply with all reasonable policies and procedures governing access to and use of the other Party’s facilities made known to the accessing Party in advance, including, without limitation, all reasonable security requirements applicable to accessing the facilities and any systems, technologies, or assets of Buyer; (iii) instruct its Representatives, when visiting the other Party’s facilities, not to photograph or record, duplicate, remove, disclose, or transmit to a third party any of the other Party’s information, except as necessary to perform the Services; and (iv) return such space to the other Party in the same condition it was in prior to the accessing Party’s use of such space, ordinary wear and tear excepted.

Section 3.03. Cooperation; Cutover.

(a) It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including repairs and maintenance Services and the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services); provided, however, that this Section 3.03 shall not require either Party to incur any out-of-pocket costs or expenses unless reimbursed by the other Party.

(b) Recipient shall be responsible for planning and preparing for the transition to its own internal organization or other third-party service providers the provision of all of the Services in a timely manner, such transition to be completed by the end of the Term (the “Cutover”). At Recipient’s request, Provider shall meet with Recipient upon reasonable notice and at a mutually agreeable time, following such request to assist Recipient with the initial development of a plan for Cutover (the “Cutover Plan”) and shall, in good faith, provide Recipient with all information in the possession of Provider related to the Services reasonably requested by the Recipient that is necessary for the development and implementation of the

-10-

Cutover Plan. Recipient shall prepare a Cutover Plan with sufficient lead time in order to achieve a timely Cutover. Once the Cutover Plan is prepared, Recipient shall promptly provide Provider a copy of the Cutover Plan, and Provider shall use commercially reasonable efforts to cooperate in implementing the Cutover Plan, subject to the terms and conditions of this Agreement, the Separation Agreement, any other Ancillary Agreement or any other applicable agreement.

Section 3.04. Data Protection; System Security.

(a) The Provider shall only process personal data which it may receive from the Recipient, while carrying out its duties under this Agreement, (i) in such a manner as is necessary to carry out those duties, (ii) in accordance with the instructions of the Recipient, (iii) using appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of such personal data and/or the accidental loss or destruction of, or damage to, such personal data and (iv) in compliance with all applicable Laws.

(b) The Provider will maintain and enforce physical, technical and logical security procedures with respect to the access and maintenance of any Confidential Information of the Recipient that is in the Provider’s possession in performing the Services, which procedures shall: (i) be in full compliance with applicable Law and (ii) conform with the Provider’s information security policies. With respect to any Provider systems that are used to store or process data or other information of Recipient, Provider shall maintain and implement the same backup, redundancy, and disaster avoidance and recovery policies and procedures as Provider does with respect to the systems it uses to store or process its own data and information. In the event there is a material security breach which could reasonably be expected to have resulted in unauthorized access to, or alteration, destruction or corruption of, any data or information of Recipient, Provider will notify Recipient of such breach immediately. The Provider will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner.

ARTICLE IV

COSTS AND DISBURSEMENTS

Section 4.01. Costs and Disbursements. (a) Except as otherwise provided in this Agreement, a Recipient of Services shall pay to the Provider of such Services a monthly fee for the Services (or category of Services, as applicable) (each fee constituting a “Service Charge” and, collectively, “Service Charges”) as listed on the Schedules hereto; provided that Entercom shall have a credit of $7,500,000 (the “Services Credit”), which credit shall be applied to the first $7,500,000 of Service Charges invoiced by CBS hereunder and provided, further, that the Services Credit shall expire one year after the Effective Time (the “Credit Termination Date”) and Entercom shall not be permitted to apply any of the Services Credit to any services invoiced by CBS to Entercom after the Credit Termination Date; and accordingly, Entercom shall have no obligation to pay any Service Charges until the aggregate Service Charges invoice exceeds $7,500,000. Subject to Section 4.01(b), the Service Charges shall be no greater than the transfer pricing or other internal cost allocation utilized by CBS for the Radio Services and the CBS Services prior to the Separation, as disclosed by CBS to Entercom prior to the execution of the Merger Agreement.

-11-

(b) During the term of this Agreement, the amount of a Service Charge for any Services (or category of Services, as applicable) may increase to the extent of: (i) any increases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Increases or New Services and (iii) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services, provided that, Provider shall provide Recipient with as much advance notice as is reasonably possible of any such increases imposed by a third-party provider. Together with any monthly invoice for Service Charges and Reimbursement Charges, the Provider shall provide the Recipient with documentation to support the calculation of such Service Charges or any Reimbursement Charges.

(c) The Recipient shall reimburse the Provider for reasonable unaffiliated third-party out-of-pocket costs and expenses incurred by the Provider or its Affiliates in connection with providing the Services (including necessary travel-related expenses) (each such cost or expense, a “Reimbursement Charge” and, collectively, “Reimbursement Charges”); provided, however, that any such cost or expense that is materially inconsistent with historical practice between the Parties for any Service (including business travel and related expenses) shall require advance approval of the Recipient. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to the Recipient in accordance with the Provider’s then-applicable business travel policies made known to the Recipient.

(d) The Service Charges and Reimbursement Charges due and payable hereunder shall be invoiced and paid in U.S. dollars. The Recipient shall pay the amount of each monthly invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within sixty (60) days of the receipt of each such invoice, including appropriate documentation as described herein. In the absence of a timely notice of billing dispute in accordance with the provisions of Article VII of the Separation Agreement, if the Recipient fails to pay such amount by the due date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at an annual default interest rate of three percent (3%), or the maximum legal rate, whichever is lower (the “Interest Payment”), accruing from the date the payment was due through the date of actual payment. In the event of any billing dispute, the Recipient shall promptly pay any undisputed amount.

(e) Subject to the confidentiality provisions set forth in Section 8.03, each Party shall, and shall cause their respective Affiliates to, provide, upon ten (10) days’ prior written notice from the other Party, any information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation.

Section 4.02. Tax Matters. (a) Without limiting any provisions of this Agreement, the Recipient shall be responsible for and shall promptly pay (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar Taxes and (ii) any related interest and penalties, excluding in each case any Taxes imposed on or measured by income (collectively, “Non-Income Taxes”), in each case imposed or assessed as a result of the provision of Services by the Provider. Upon the written request of the Provider, the Recipient shall submit evidence of payment of such Non-Income Taxes to the relevant Governmental Authority. The Provider

-12-

agrees that it shall take commercially reasonable actions to cooperate with the Recipient in obtaining any refund, return, rebate or the like of any Non-Income Tax, including by filing any necessary exemption or other similar forms, certificates or other similar documents. The Recipient shall promptly reimburse the Provider for any unaffiliated third-party out-of-pocket costs incurred by the Provider or its Affiliates in connection with the Recipient obtaining a refund or overpayment of refund, return, rebate or the like of any Non-Income Tax. For the avoidance of doubt, any applicable income-based Taxes measured by or imposed on the income of the Provider that are imposed or assessed as a result of the provision of Services by the Provider shall be borne by the Provider, unless the Provider is required by law to obtain reimbursement of such Taxes from the Recipient.

(b) The Recipient shall be entitled to deduct and withhold Taxes required by any applicable law to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay, in addition to the amount otherwise due to the Provider under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Provider will equal the full amount the Provider would have received had no such deduction or withholding been required, (ii) pay when due such deducted and withheld amount to the proper Governmental Authority and (iii) promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, at the request of the Recipient, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (x) required by applicable law or (y) which the Provider is entitled by applicable law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment, and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence.

(c) If the Provider (i) receives any refund (whether by payment, offset, credit or otherwise) or (ii) utilizes any overpayment of Taxes that are borne by Recipient pursuant to this Agreement, then the Provider shall promptly pay, or cause to be paid, to the Recipient an amount equal to the deficiency or excess, as the case may be, with respect to the amount that the Recipient has borne if the amount of such refund or overpayment (including, for the avoidance of doubt, any interest or other amounts received with respect to such refund or overpayment) had been included originally in the determination of the amounts to be borne by Recipient pursuant to this Agreement, net of any additional Taxes the Provider incurs or will incur as a result of the receipt of such refund or such overpayment.

Section 4.03. No Right to Set-Off. Subject to Section 4.02(b), the Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

-13-

ARTICLE V

STANDARD FOR SERVICE

Section 5.01. Standard for Service.

(a) The Provider agrees to perform the Services in a good and workman-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, the Provider agrees to respond to any outage, interruption or other failure of which it is aware of a Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation.

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Section 5.02. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND EACH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

-14-

Section 5.03. Compliance with Laws and Regulations. Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party will knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

ARTICLE VI

LIMITED LIABILITY AND INDEMNIFICATION

Section 6.01. Consequential and Other Damages. Notwithstanding anything to the contrary contained in the Separation Agreement or this Agreement, except with respect to a Party’s gross negligence or willful misconduct, neither Party shall be liable to the other Party or any of the other Party’s Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, its performance or nonperformance (or the performance or nonperformance of any of its Affiliates, Representatives and any unaffiliated third-party providers, in each case, performing obligations hereunder) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to loss of profits, business interruptions or claims of customers.

Section 6.02. Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.

Section 6.03. Obligation To Re-perform; Liabilities. In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services in accordance with this Agreement at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Sections 6.01 and 6.02, reimburse the Recipient and its Affiliates and Representatives for damages suffered by Recipient and its Affiliates that are attributable to such breach by the Provider. The remedy set forth in this Section 6.03 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 6.03 by the Recipient must be in writing and specify in reasonable detail the

-15-

particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient. This Section 6.03 shall survive any termination of this Agreement.

Section 6.04. Release and Recipient Indemnity. Subject to Section 6.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.

Section 6.05. Provider Indemnity. Subject to Section 6.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, a “Recipient Indemnified Party”), from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.

Section 6.06. Indemnification Procedures. The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under this Agreement.

Section 6.07. Liability for Payment Obligations. Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, CBS’s or Entercom’s express obligation in this Agreement to pay Service Charges and Reimbursement Charges for Services rendered in accordance with this Agreement.

Section 6.08. Exclusion of Other Remedies. The provisions of Sections 6.03, 6.04 and 6.05 of this Agreement shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement, except as set forth in Section 8.03.

Section 6.09. Confirmation. Neither Party excludes responsibility for any liability which cannot be excluded pursuant to applicable Law.

-16-

ARTICLE VII

TERM AND TERMINATION

Section 7.01. Term and Termination. (a) This Agreement shall commence immediately after the Effective Time and shall terminate upon the earlier to occur of: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement or (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety.

(b) Either Party may terminate this Agreement in its entirety, or from time to time with respect to the entirety of any individual Service, in its sole discretion, in the event of any Change of Control of Entercom, upon providing at least twenty (20) days’ prior written notice.

(c) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:

(i) for any reason or no reason, upon providing at least sixty (60) days’ prior written notice to the Provider; provided, however, that the Recipient shall pay to the Provider the necessary and reasonable documented out-of-pocket costs incurred by Provider solely as a result of the early termination of such Service other than any employee severance and relocation expenses, but including sunken costs for the provision of the applicable Service which cannot be recovered, non-terminable contractual obligations under agreements used to provide such Service, any breakage or termination fees and any other termination costs payable by the Provider with respect to any resources or pursuant to any other third-party agreements that were used by the Provider to provide such Service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreements that also were used for purposes other than providing Services); provided, further, that Provider shall notify Recipient of all such costs prior to termination, and Recipient is given the option of rescinding the termination notice for a period of two (2) days following receipt of notice of such costs; or

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist twenty (20) days after receipt by the Provider of written notice of such failure from the Recipient.

In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shall be pro-rated appropriately. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on the applicable Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 7.01(c)(i) , then the Parties shall negotiate in good faith to amend the Schedule relating to such affected continuing Service, which amendment shall be consistent with the terms of, and the pricing methodology used for, comparable Services.

-17-

(d) In connection with the termination of any Service, if the Recipient reasonably determines that it will require such Service to continue beyond the date on which such Service is scheduled to terminate, the Recipient may extend such Service (any such extension, a “Service Extension”) for a specified period beyond the scheduled termination of such Service (which period (i) shall in no event be longer than one (1) year and (ii) shall in no event terminate later than two (2) years after the date of the Final Distribution) by written notice to the Provider no less than thirty (30) days prior to the date of such scheduled termination on the same terms and conditions as such Service was provided prior to the Service Extension, provided that the Parties agree to negotiate any changes to such terms or conditions in good faith if so requested by a Party; provided, however; that (i) there shall be no more than one (1) Service Extension with respect to each Service and (ii) the Provider shall not be obligated to provide such Service Extension if a third-party consent is required and cannot be obtained by the Provider. Unless otherwise agreed to by Provider and Recipient, for the first ninety (90) days of a Service Extension, the Service Charge applicable to any such Service Extension shall be one hundred and ten percent (110%) of the Service Charge applicable to such Service immediately prior to the Service Extension and after the first ninety (90) days of a Service Extension, the Service Charge applicable to any such Service Extension shall be one hundred and twenty percent (120%) of the Service Charge applicable to such Service immediately prior to the Service Extension; provided, however, that there shall be no increase in Service Charges for any Service Extension if the failure of the Recipient to achieve a timely Cutover with respect to such Service resulted from the Provider’s breach of Section 3.03. In connection with any request for Service Extensions in accordance with this Section 7.01(d), the CBS Services Manager and the Radio Services Manager shall in good faith (x) negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of the applicable Service, and (y) determine the costs and expenses (other than Service Charges), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Party requesting the Service Extension. Each amended Schedule to implement a Service Extension, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 7.02. Effect of Termination. Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service; provided, however, that the Recipient shall remain obligated to the relevant Provider for the (i) Service Charges and Reimbursement Charges owed and payable in respect of Services provided prior to the effective date of termination and (ii) any applicable charges described in Section 7.01(c)(i), which charges shall be payable only in the event that the Recipient terminates any Service pursuant to Section 7.01(c)(i). In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I, Article VI (including liability in respect of any indemnifiable liabilities under this Agreement arising or occurring on or prior to the date of termination), Article VII, Article VIII and all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Reimbursement Charges and any applicable charges payable pursuant to Section 7.01(c)(i), shall continue to survive indefinitely. For the avoidance of doubt, termination of any Service pursuant to this Agreement will not affect the rights and obligations of the Parties with respect to any Common Agreements under the Separation Agreement.

-18-

Section 7.03. Force Majeure. (a) Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure; provided, however, that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of such Force Majeure on its obligations and, to the extent and as soon as possible and commercially reasonable, to remove such Force Majeure; and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates with respect to such Service. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b) During the period of a Force Majeure, the Recipient shall be entitled to permanently terminate such Service(s) (and shall be relieved of the obligation to pay Service Charges for such Services(s) throughout the duration of such Force Majeure) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days, it being understood that Recipient shall not be required to provide any advance notice of such termination to Provider or pay any charges in connection therewith.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party as an agent of an unaffiliated party in the conduct of such other party’s business. A Provider of any Service under this Agreement shall act as an independent contractor and not as the agent of the Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign.

Section 8.02. Subcontractors. A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however, that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth in Article V and the content of the Services provided to the Recipient.

-19-

Section 8.03. Treatment of Confidential Information.

(a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is confidential or proprietary (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (iii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

(b) Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care.

(c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement.

(d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.

Section 8.04. Further Assurances. Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate this Agreement.

-20-

Section 8.05. Dispute Resolution. Any Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

Section 8.06. Notices. Except with respect to routine communications by the CBS Services Manager, Radio Services Manager, CBS Local Services Manager and Radio Local Service Manager under Section 2.06, all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.06):

(i) if to CBS:

CBS Corporation

51 West 52nd Street

New York, New York 10019

Attn: Chief Legal Officer

(ii) if to Entercom:

Entercom Communications Corp.

401 E. City Avenue, Suite 809

Bala Cynwyd, PA 19004

Attention:      Andrew P. Sutor, IV,

                      Executive Vice President and General Counsel

Section 8.07. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 8.08. Entire Agreement. This Agreement, together with the documents referenced herein (including the Separation Agreement and any other Ancillary Agreements) constitutes the entire agreement between the Parties with respect to the subject matter hereof, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

-21-

Section 8.09. No Third-Party Beneficiaries. Except as provided in Article VI with respect to Provider Indemnified Parties and Recipient Indemnified Parties, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of CBS or Entercom, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 8.10. Governing Law. This Agreement (and any claims or disputes arising out of or related to this Agreement or to the transactions contemplated by this Agreement or to the inducement of any Party to enter into this Agreement or the transactions contemplated by this Agreement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

Section 8.11. Amendment. No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by all the Parties.

Section 8.12. Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) CBS and Entercom have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (j) a reference to any Person includes such Person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless business days are expressly specified; and (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a business day, the period shall end on the next succeeding business day.

-22-

Section 8.13. Counterparts. This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 8.14. Assignability. Without prejudice to Section 7.01(b), this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. For the purposes of this Agreement, a “successor” shall include any entity that is a legal successor to either Party as a result of a sale or acquisition of such Party, whether by merger, consolidation, reorganization, recapitalization or sale of all or substantially all of such Party’s assets or stock. Except (i) for any assignment (including by operation of law) to a Party’s successor (without prejudice to Section 7.01(b)) or (ii) as explicitly set forth herein, this Agreement shall not be assigned without the prior written consent of CBS and Entercom; provided, that each Party may:

(a) assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided that, in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement;

(b) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquirer that is not a competitor of the Provider, assign to the acquirer of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, and (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to assign such Services; and

(c) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquirer that is a competitor of the Provider, assign to the acquirer of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to

-23-

ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an acquirer that is a competitor, and (iv) no Party shall be obligated to provide any such assigned Services to an acquirer that is a competitor if the provision of such assigned Services to such acquirer would disrupt the operation of such Party’s businesses or create a competitive disadvantage for such Party with respect to such acquirer.

Section 8.15. Public Announcements. From and after the Separation, the Parties shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; or (b) as otherwise set forth in the Separation Agreement.

Section 8.16. Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of either CBS or Entercom or their Affiliates shall have any liability for any obligations or liabilities of CBS or Entercom, respectively, under this Agreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

[The remainder of this page is intentionally left blank.]

-24-

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

CBS CORPORATION
By:	/s/ Joseph R. Ianniello
	Name:  Joseph R. Ianniello
	Title:    Chief Operating Officer
ENTERCOM COMMUNICATIONS CORP.
By:	/s/ Andrew P. Sutor, IV
	Name:  Andrew P. Sutor, IV
	Title:    Executive Vice President

[Signature Page to Transition Services Agreement]

EX-2.3

Exhibit 2.3

EXECUTION VERSION

JOINT DIGITAL SERVICES AGREEMENT

BY AND BETWEEN

CBS CORPORATION

AND

ENTERCOM COMMUNICATIONS CORP.

DATED AS OF NOVEMBER 16, 2017

	TABLE OF CONTENTS
		Page
	ARTICLE I
	DEFINITIONS
	ARTICLE II
	SERVICES, DURATION AND SERVICES MANAGERS
Section 2.01.	Services		4
Section 2.02.	Duration of Services		4
Section 2.03.	Additional Unspecified Services; Changes		4
Section 2.04.	New Services		6
Section 2.05.	Services Not Included		6
Section 2.06.	Transition Services Managers		7
Section 2.07.	Personnel		8
	ARTICLE III
	ADDITIONAL ARRANGEMENTS
Section 3.01.	Software and Software Licenses		9
Section 3.02.	Access to Facilities		10
Section 3.03.	Cooperation; Cutover		10
Section 3.04.	Data Protection; System Security		11
	ARTICLE IV
	COSTS AND DISBURSEMENTS
Section 4.01.	Costs and Disbursements		12
Section 4.02.	Tax Matters		13
Section 4.03.	No Right to Set-Off		14
	ARTICLE V
	STANDARD FOR SERVICE
Section 5.01.	Standard for Service		14
Section 5.02.	Disclaimer of Warranties		14
Section 5.03.	Compliance with Laws and Regulations		15

-i-

	ARTICLE VI
	LIMITED LIABILITY AND INDEMNIFICATION
Section 6.01.	Consequential and Other Damages	15
Section 6.02.	Limitation of Liability	15
Section 6.03.	Obligation To Re-perform; Liabilities	15
Section 6.04.	Release and Recipient Indemnity	16
Section 6.05.	Provider Indemnity	16
Section 6.06.	Indemnification Procedures	17
Section 6.07.	Liability for Payment Obligations	17
Section 6.08.	Exclusion of Other Remedies	17
Section 6.09.	Confirmation	17
	ARTICLE VII
	TERM AND TERMINATION
Section 7.01.	Term and Termination	17
Section 7.02.	Effect of Termination	18
Section 7.03.	Force Majeure	19
	ARTICLE VIII
	GENERAL PROVISIONS
Section 8.01.	No Agency	19
Section 8.02.	Subcontractors	20
Section 8.03.	Treatment of Confidential Information	20
Section 8.04.	Further Assurances	21
Section 8.05.	Dispute Resolution	21
Section 8.06.	Notices	21
Section 8.07.	Severability	21

-ii-

Section 8.08.	Entire Agreement	22
Section 8.09.	No Third-Party Beneficiaries	22
Section 8.10.	Governing Law	22
Section 8.11.	Amendment	22
Section 8.12.	Rules of Construction	22
Section 8.13.	Counterparts	23
Section 8.14.	Assignability	23
Section 8.15.	Public Announcements	24
Section 8.16.	Non-Recourse	24

SCHEDULE A CBS Services	A-1
SCHEDULE B Radio Services	B-1
EXHIBIT I Digital Services Managers	I-1

-iii-

JOINT DIGITAL SERVICES AGREEMENT

This JOINT DIGITAL SERVICES AGREEMENT, dated as of November 16, 2017 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and Entercom Communications Corp., a Pennsylvania corporation (“Entercom”). CBS and Entercom are herein referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of February 2, 2017, by and between CBS and CBS Radio Inc. (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

RECITALS

WHEREAS, prior to the Separation, CBS was engaged, directly and indirectly, in the Radio Business and CBS Radio Inc. (“Radio”) was a wholly owned indirect subsidiary of CBS;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 2, 2017 (as amended from time to time, the “Merger Agreement”), by and among CBS, Entercom, Radio, and certain of their Affiliates, Entercom has agreed to acquire the Radio Business and in order to facilitate the transactions contemplated thereby, the Parties have agreed to separate the Radio Business from the other businesses of CBS, on the terms and conditions set forth in the Separation Agreement;

WHEREAS, prior to the Separation, CBS has heretofore provided certain digital services to Radio in support of the Radio Business and Radio has provided certain digital services to CBS in support of the CBS Business;

WHEREAS, Entercom has requested from CBS, and CBS has requested from Entercom, that certain such digital services continue for a limited period of time pursuant to this Agreement;

WHEREAS, CBS and Radio have entered into the Separation Agreement;

WHEREAS, in order to facilitate and provide for an orderly transition under the Separation Agreement and Merger Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide to the other the Services (as defined herein) for a transitional period;

WHEREAS, pursuant to this Agreement and as set forth in further detail in the schedules hereto, (a) CBS and Entercom will share costs of various digital services in a manner designed to maintain the historical profitability of CBS and Entercom for the period from the Distribution Date through the end of 2018, unless Entercom exercises its option to terminate such arrangement at an earlier date, and (b) during 2019, Entercom will have the option to continue use certain market-focused local websites; and

WHEREAS, the Merger Agreement requires execution and delivery of this Agreement by CBS and Entercom on or prior to the Distribution Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Additional Services” shall have the meaning set forth in Section 2.03(a).

“Agreement” shall have the meaning set forth in the Preamble. “CBS” shall have the meaning set forth in the Preamble.

“CBS Business” shall mean the businesses and operations of the CBS Group other than the Radio Business.

“CBS Group” shall have the meaning set forth in the Separation Agreement.

“CBS Local Service Manager” shall have the meaning set forth in Section 2.06(a).

“CBS Services” shall have the meaning set forth in Section 2.01.

“CBS Services Manager” shall have the meaning set forth in Section 2.06(a).

“Change of Control” means, with respect to a Party, (i) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than 50% of the total voting power of such Party; (ii) a merger, consolidation, recapitalization or reorganization of such party, unless securities representing more than 50% of the total voting power of the legal successor to such Party as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned such Party’s outstanding voting securities immediately prior to such transaction or (iii) the sale of all or substantially all of the consolidated assets of such Party; provided, in each case, that none of the Transactions shall be deemed to be a “Change of Control.”

“Common Agreements” shall have the meaning set forth in the Separation Agreement.

“Confidential Information” shall have the meaning set forth in Section 8.03(a).

“Content” shall have the meaning set forth in the Separation Agreement.

“Cutover” shall have the meaning set forth in Section 3.03(b).

“Cutover Plan” shall have the meaning set forth in Section 3.03(b).

“Entercom Group” shall mean Entercom and its Subsidiaries, including the Radio Group.

-2-

“Force Majeure” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment.

“Intellectual Property Rights” shall have the meaning set forth in the Separation Agreement.

“Interest Payment” shall have the meaning set forth in Section 4.01(d).

“New Services” shall have the meaning set forth in Section 2.04(a).

“Non-Content Assets” shall have the meaning set forth in the Separation Agreement.

“Non-Income Taxes” shall have the meaning set forth in Section 4.02(a).

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

“Provider” shall mean the Party or its Subsidiary or Affiliate providing a Service under this Agreement.

“Provider Indemnified Party” shall have the meaning set forth in Section 6.04.

“Radio” shall have the meaning set forth in the Preamble.

“Radio Business” shall have the meaning set forth in the Separation Agreement.

“Radio Content” shall have the meaning set forth in Section 6.06(a).

“Radio Group” shall have the meaning set forth in the Separation Agreement.

“Radio Local Service Manager” shall have the meaning set forth in Section 2.06(b).

“Radio Services Manager” shall have the meaning set forth in Section 2.06(b).

“Recipient” shall mean the Party or its Subsidiary or Affiliate to whom a Service under this Agreement is being provided.

“Recipient Indemnified Party” shall have the meaning set forth in Section 6.05.

“Reimbursement Charges” shall have the meaning set forth in Section 4.01(c).

“Schedule(s)” shall have the meaning set forth in Section 2.02.

-3-

“Separation Agreement” shall have the meaning set forth in the Preamble.

“Service Charges” shall have the meaning set forth in Section 4.01(a).

“Service Extension” shall have the meaning set forth in Section 7.01(d).

“Service Increases” shall have the meaning set forth in Section 2.03(b).

“Services” shall have the meaning set forth in Section 2.01.

“Taxes” shall have the meaning set forth in the Tax Matters Agreement.

ARTICLE II

SERVICES, DURATION AND SERVICES MANAGERS

Section 2.01. Services. Subject to the terms and conditions of this Agreement, (a) CBS shall provide or cause to be provided to the Entercom Group the services listed on Schedule A to this Agreement (the “CBS Services”) and (b) Entercom shall provide or cause to be provided to the CBS Group the services listed on Schedule B to this Agreement (the “Radio Services,” and, collectively with the CBS Services, any Additional Services, any Service Increases and any New Services, the “Services”). All of the CBS Services shall be for the sole use and benefit of the Radio Business and all of the Radio Services shall be for the sole use and benefit of the CBS Business.

Section 2.02. Duration of Services. Subject to the terms of this Agreement, each of CBS and Entercom shall provide or cause to be provided to the respective Recipients each Service until the earlier to occur of, with respect to each such Service, (i) the expiration of the term for such Service (or, subject to the terms of Section 7.01(d), the expiration of any Service Extension) as set forth on Schedule A or Schedule B (each a “Schedule,” and, collectively, the “Schedules”) or (ii) the date on which such Service is terminated under Section 7.01(b).

Section 2.03. Additional Unspecified Services; Changes.

(a) After the date of this Agreement, if (i) (x) Entercom identifies a digital service that the CBS Group provided to the Radio Group prior to the Separation that Entercom reasonably needs in order for the Radio Business to continue to operate in substantially the same manner in which the Radio Business operated prior to the Separation, and such digital service was included on the initial draft of Schedule A provided by CBS prior to the execution of the Merger Agreement (the “Initial Schedule A”) but thereafter removed, or (y) CBS identifies a digital service that the Radio Group provided to the CBS Group prior to the Separation that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the Separation, and such digital service was initially included on the initial draft of Schedule B provided by CBS prior to the execution of the Merger Agreement (the “Initial Schedule B”) but thereafter removed, and (ii) the requesting Party provides written notice to the other Party within 120 days following the date of this Agreement requesting such additional services, then such other Party shall provide such requested additional services (such requested additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the

-4-

CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(b) After the date of this Agreement, if (i) a Recipient requests to increase, relative to historical levels prior to the Separation, the volume, amount, level or frequency, as applicable, of any Service provided by the Provider of such Service and (ii) such increase is reasonably determined by such Recipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any Service Increase, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor) or if and to the extent such Service Increase would require a material increase in the resources dedicated by Provider to the Services. In connection with any request for Service Increases in accordance with this Section 2.03(b), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(c) The Parties may, in accordance with the procedures specified in this Section 2.03(c), agree to modify the terms and conditions relating to the performance of or payment for a previously agreed-upon Service in order to reflect, among other things, new procedures, processes or other methods of providing such Service (a “Service Modification”).

(i) Change Requests. In the event either of the Parties desires a Service Modification, the Party requesting the Service Modification will deliver a written description of the proposed Service Modification (a “Change Request”) to the other Party’s Services Manager. Unless the Party receiving the Change Request agrees to implement the Change Request as proposed, the Services Managers will meet in person or by telephone to discuss in good faith the Change Request no later than ten (10) Business Days after delivery of the Change Request to the other Party.

(ii) Approval of Recipient Change Requests. All Change Requests from a Recipient must be consented to by the applicable Provider’s Services Manager in writing before the Service Modification may be implemented. Such consent will not be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (i) withhold such consent to the

-5-

extent that such proposed Service Modification would materially increase the resources provided by Provider after giving effect to the Change Request, or (ii) condition such consent on Recipient agreeing to bear any reasonable and documented increase in Provider’s cost of performance.

(iii) Approval of Provider Change Requests. All Change Requests from a Provider must be consented to by the applicable Recipient’s Service Manager in writing before the Service Modifications may be implemented. Such consent will not be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (i) withhold such consent to the extent that such proposed Service Modification would materially decrease the resources provided by Provider or otherwise materially adversely affect Provider’s performance of the Services after giving effect to the Change Request, or (ii) condition such consent on Provider agreeing to bear any cost increases.

(iv) Implementation of Approved Change. If a Change Request is approved in accordance with this Section, the corresponding Schedule and the definition of Services will be deemed amended as agreed by the Parties to reflect the implementation of the Change Request as well as any conditions or other terms agreed upon by the Parties in writing.

Section 2.04. New Services. (a) From time to time during the term of this Agreement, either Party may request the other Party to provide additional or different digital services which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Increases, the “New Services”). The Party receiving such request shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any New Services, including because, (i) after good faith negotiations between the Parties pursuant to Section 2.04(b), the Parties fail to reach an agreement with respect to the terms (including the Service Charges) applicable to the provision of such New Services or (ii) it does not, in its reasonable judgment, have adequate resources to provide such New Service or if the provision of such New Service would significantly disrupt the operation of its businesses.

(b) In connection with any request for New Services in accordance with Section 2.04(a), the CBS Services Manager and the Radio Services Manager shall in good faith (i) negotiate the applicable Service Charge and the terms of a supplement to the applicable Schedule, which supplement shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such New Services and (ii) determine any costs and expenses, including any start-up costs and expenses, that would be incurred by the Provider in connection with the provision of such New Services, which costs and expenses shall be borne solely by the Recipient. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the New Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.05. Services Not Included. Except as expressly set forth on a Schedule, it is not the intent of the Provider to render, nor of the Recipient to receive from the Provider,

-6-

professional advice or opinions, whether with regard to Tax, legal, treasury, finance, employment or other business or financial matters, technical advice, whether with regard to information technology or other matters, or the handling of or addressing environmental matters; the Recipient shall not rely on, or construe, any Service rendered by or on behalf of the Provider as such professional advice or opinions or technical advice; and the Recipient shall seek all third-party professional advice or opinions or technical advice as it may desire or need.

Section 2.06. Digital Services Managers. (a) CBS hereby appoints and designates the individual holding the CBS position set forth on Exhibit I to act as its initial services manager (the “CBS Services Manager”), who will be directly responsible for coordinating and managing the delivery of the CBS Services and have authority to act on CBS’s behalf with respect to matters relating to the provision of Services under this Agreement. The CBS Services Manager will work with the personnel of the CBS Group to periodically address issues and matters raised by the Entercom Group relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 8.06, all communications from the Entercom Group to CBS pursuant to this Agreement regarding routine matters involving a Service shall be made first through the individual specified as the local service manager (the “CBS Local Service Manager”) with respect to such Service on Schedule A or such other individual as may be specified by the CBS Services Manager in writing and delivered to Entercom by email or facsimile transmission with receipt confirmed; provided that, if the CBS Local Service Manager is not available, communication shall thereafter be made through the CBS Services Manager. CBS shall notify Entercom of the appointment of a different CBS Services Manager or CBS Local Service Manager(s), if necessary, in accordance with Section 8.06.

(b) Entercom hereby appoints and designates the individual holding the Radio position set forth on Exhibit I to act as its initial services manager (the “Radio Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Radio Services and have authority to act on Entercom’s behalf with respect to matters relating to this Agreement. The Radio Services Manager will work with the personnel of the CBS Group to periodically address issues and matters raised by CBS relating to this Agreement. Notwithstanding the requirements of Section 8.06, all communications from CBS to Entercom pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Radio Local Service Manager”) with respect to such Service on Schedule B or as specified by the Radio Services Manager in writing and delivered to CBS by email or facsimile transmission with receipt confirmed; provided that if the Radio Local Service Manager is not available, communication shall thereafter be made through the Radio Services Manager. Entercom shall notify CBS of the appointment of a different Radio Services Manager or Radio Local Service Manager(s), if necessary, in accordance with Section 8.06.

(c) The Parties shall cause their respective Service Managers and/or Local Service Managers, as applicable, to meet (in person or by phone or videoconference) on a monthly basis during the Term, or with such other frequency as they may mutually agree in good faith as is necessary to support an orderly transition of the Radio Business. At such meetings, the Service Managers or Local Service Managers shall discuss the performance of the Services and any concerns of the Parties or a Party regarding such Services (including the provision of and payment for the Services provided under this Agreement, potential changes to systems or personnel used to perform the Service, and/or the status of the Parties’ transition efforts to achieve the Cutover).

-7-

Section 2.07. Personnel. (a) The Provider of any Service will make available to the Recipient of such Service such appropriately qualified personnel as may be necessary to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Provider. The Provider will have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided, however, that any such removal or replacement shall not be the basis for any increase in any Service Charge or Reimbursement Charge payable hereunder or relieve the Provider of its obligation to provide any Service hereunder; and provided, further, that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Recipient. The Recipient will have the right, in its reasonable discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided, however, that any directly resulting increase in costs to the Provider shall be borne by the Recipient and any directly resulting adverse effect to the provision of such Service by the Provider shall not be deemed a breach of this Agreement; and provided, further, that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel.

(c) No Provider shall be liable under this Agreement for any liabilities incurred by the Recipient Indemnified Parties that are primarily attributable to, or that are primarily a consequence of, any actions or inactions of the personnel of the Recipient, except for any such actions or inactions undertaken pursuant to the direction of the Provider.

(d) Nothing in this Agreement shall grant the Provider, or its employees or agents that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees and agents shall not be required to report to the management of the Recipient nor be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services, Service Increases or New Services) or otherwise expressly set forth in the Separation Agreement, another Ancillary Agreement or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

Section 2.08. Intellectual Property. Sections 5.2(f) – (h) of the Separation Agreement shall govern any Intellectual Property Rights of the Parties under this Agreement.

-8-

ARTICLE III

ADDITIONAL ARRANGEMENTS

Section 3.01. Software and Software Licenses. (a) If and to the extent requested by Entercom, CBS shall use commercially reasonable efforts to assist Entercom in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and the Radio Business to receive, CBS Services; provided that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Entercom to obtain any such license or rights (except and to the extent that Entercom advances such fees or payments to CBS); provided, further, that CBS shall not be required to seek broader rights or more favorable terms for Entercom than those applicable to CBS or Radio, as the case may be, prior to the Separation or as may be applicable to CBS from time to time hereafter; and, provided, further, that Radio shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Entercom will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Entercom is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and the Radio Business to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

(b) If and to the extent requested by CBS, Entercom shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Entercom to provide, and CBS to receive, Radio Services; provided that Radio shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the extent that CBS advances such fees or payments to Radio); provided, further, that Entercom shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Radio or CBS, as the case may be, prior to the date of this Agreement or as may be applicable to Entercom from time to time hereafter; and, provided, further, that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Entercom’s efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Entercom enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Entercom to provide, and CBS to receive, such Radio Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

-9-

(c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Section 3.02. Access to Facilities. (a) Entercom shall, and shall cause other members of the Entercom Group to, allow CBS and its Representatives reasonable access to the facilities of the Entercom Group necessary for CBS to fulfill its obligations under this Agreement.

(b) CBS shall, and shall cause its Subsidiaries to, allow Entercom and its Representatives reasonable access to the facilities of the CBS Group necessary for Entercom to fulfill its obligations under this Agreement.

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford the other Party, its Subsidiaries and Representatives, following not less than five (5) business days’ prior written notice from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure and personnel of the relevant Providers as reasonably necessary for the other Party to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided, however, such access shall not unreasonably interfere with any of the business or operations of such Party or its Subsidiaries.

(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

(e) Unless otherwise agreed to in writing by the Parties, each Party will: (i) use the facilities of the other Party solely for the purpose of providing or receiving the Services, as applicable, and not to provide goods or services to or for the benefit of any third party or for any unlawful purpose; (ii) comply with all reasonable policies and procedures governing access to and use of the other Party’s facilities made known to the accessing Party in advance, including, without limitation, all reasonable security requirements applicable to accessing the facilities and any systems, technologies, or assets of Buyer; (iii) instruct its Representatives, when visiting the other Party’s facilities, not to photograph or record, duplicate, remove, disclose, or transmit to a third party any of the other Party’s information, except as necessary to perform the Services; and (iv) return such space to the other Party in the same condition it was in prior to the accessing Party’s use of such space, ordinary wear and tear excepted.

Section 3.03. Cooperation; Cutover.

(a) It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The

-10-

Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including repairs and maintenance Services and the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services); provided, however, that this Section 3.03 shall not require either Party to incur any out-of-pocket costs or expenses unless reimbursed by the other Party.

(b) Recipient shall be responsible for planning and preparing for the transition to its own internal organization or other third-party service providers the provision of all of the Services in a timely manner, such transition to be completed by the end of the Term (the “Cutover”). At Recipient’s request, Provider shall meet with Recipient upon reasonable notice and at a mutually agreeable time, following such request to assist Recipient with the initial development of a plan for Cutover (the “Cutover Plan”) and shall, in good faith, provide Recipient with all information in the possession of Provider related to the Services reasonably requested by the Recipient that is necessary for the development and implementation of the Cutover Plan. Recipient shall prepare a Cutover Plan with sufficient lead time in order to achieve a timely Cutover. Once the Cutover Plan is prepared, Recipient shall promptly provide Provider a copy of the Cutover Plan, and Provider shall use commercially reasonable efforts to cooperate in implementing the Cutover Plan, subject to the terms and conditions of this Agreement, the Separation Agreement, any other Ancillary Agreement or any other applicable agreement.

Section 3.04. Data Protection; System Security.

(a) The Provider shall only process personal data which it may receive from the Recipient, while carrying out its duties under this Agreement, (i) in such a manner as is necessary to carry out those duties, (ii) in accordance with the instructions of the Recipient, (iii) using appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of such personal data and/or the accidental loss or destruction of, or damage to, such personal data and (iv) in compliance with all applicable Laws.

(b) The Provider will maintain and enforce physical, technical and logical security procedures with respect to the access and maintenance of any Confidential Information of the Recipient that is in the Provider’s possession in performing the Services, which procedures shall: (i) be in full compliance with applicable Law and (ii) conform with the Provider’s information security policies. With respect to any Provider systems that are used to store or process data or other information of Recipient, Provider shall maintain and implement the same backup, redundancy, and disaster avoidance and recovery policies and procedures as Provider does with respect to the systems it uses to store or process its own data and information. In the event there is a material security breach which could reasonably be expected to have resulted in unauthorized access to, or alteration, destruction or corruption of, any data or information of Recipient, Provider will notify Recipient of such breach immediately. The Provider will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner.

-11-

ARTICLE IV

COSTS AND DISBURSEMENTS

Section 4.01. Costs and Disbursements. (a) Except as otherwise provided in this Agreement, a Recipient of Services shall pay to the Provider of such Services a monthly fee for the Services (or category of Services, as applicable) (each fee constituting a “Service Charge” and, collectively, “Service Charges”) as listed on the Schedules hereto.

(b) During the term of this Agreement, the amount of a Service Charge for any Services (or category of Services, as applicable) may increase to the extent of: (i) any increases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Increases or New Services and (iii) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services, provided that, Provider shall provide Recipient with as much advance notice as is reasonably possible of any such increases imposed by a third-party provider. Together with any monthly invoice for Service Charges and Reimbursement Charges, the Provider shall provide the Recipient with documentation to support the calculation of such Service Charges or any Reimbursement Charges.

(c) The Recipient shall reimburse the Provider for reasonable unaffiliated third-party out-of-pocket costs and expenses incurred by the Provider or its Affiliates in connection with providing the Services (including necessary travel-related expenses) (each such cost or expense, a “Reimbursement Charge” and, collectively, “Reimbursement Charges”); provided, however, that any such cost or expense that is materially inconsistent with historical practice between the Parties for any Service (including business travel and related expenses) shall require advance approval of the Recipient. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to the Recipient in accordance with the Provider’s then-applicable business travel policies made known to the Recipient.

(d) The Service Charges and Reimbursement Charges due and payable hereunder shall be invoiced and paid in U.S. dollars. The Recipient shall pay the amount of each monthly invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within sixty (60) days of the receipt of each such invoice, including appropriate documentation as described herein. In the absence of a timely notice of billing dispute in accordance with the provisions of Article VII of the Separation Agreement, if the Recipient fails to pay such amount by the due date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at an annual default interest rate of three percent (3%), or the maximum legal rate, whichever is lower (the “Interest Payment”), accruing from the date the payment was due through the date of actual payment. In the event of any billing dispute, the Recipient shall promptly pay any undisputed amount.

(e) Subject to the confidentiality provisions set forth in Section 8.03, each Party shall, and shall cause their respective Affiliates to, provide, upon ten (10) days’ prior written notice from the other Party, any information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation.

-12-

(f) Notwithstanding anything herein to the contrary, (i) following the date of this Agreement, Entercom shall pay CBS the fees set forth in Note A to the Initial Schedule A, in accordance with the terms of such Note A (including with respect to the timing and amount of such fees), regardless of the level and type of services provided hereunder and (ii) Schedule B shall be in substantially similar form as set forth in the Initial Schedule B. This Section 4.01(f) and Note A to the Initial Schedule A shall survive any termination of this Agreement.

Section 4.02. Tax Matters. (a) Without limiting any provisions of this Agreement, the Recipient shall be responsible for and shall promptly pay (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar Taxes and (ii) any related interest and penalties, excluding in each case any Taxes imposed on or measured by income (collectively, “Non-Income Taxes”), in each case imposed or assessed as a result of the provision of Services by the Provider. Upon the written request of the Provider, the Recipient shall submit evidence of payment of such Non-Income Taxes to the relevant Governmental Authority. The Provider agrees that it shall take commercially reasonable actions to cooperate with the Recipient in obtaining any refund, return, rebate or the like of any Non-Income Tax, including by filing any necessary exemption or other similar forms, certificates or other similar documents. The Recipient shall promptly reimburse the Provider for any unaffiliated third-party out-of-pocket costs incurred by the Provider or its Affiliates in connection with the Recipient obtaining a refund or overpayment of refund, return, rebate or the like of any Non-Income Tax. For the avoidance of doubt, any applicable income-based Taxes measured by or imposed on the income of the Provider that are imposed or assessed as a result of the provision of Services by the Provider shall be borne by the Provider, unless the Provider is required by law to obtain reimbursement of such Taxes from the Recipient.

(b) The Recipient shall be entitled to deduct and withhold Taxes required by any applicable law to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay, in addition to the amount otherwise due to the Provider under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Provider will equal the full amount the Provider would have received had no such deduction or withholding been required, (ii) pay when due such deducted and withheld amount to the proper Governmental Authority and (iii) promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, at the request of the Recipient, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (x) required by applicable law or (y) which the Provider is entitled by applicable law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment, and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence.

(c) If the Provider (i) receives any refund (whether by payment, offset, credit or otherwise) or (ii) utilizes any overpayment of Taxes that are borne by Recipient pursuant to this Agreement, then the Provider shall promptly pay, or cause to be paid, to the Recipient an amount equal to the deficiency or excess, as the case may be, with respect to the amount that the Recipient has borne if the amount of such refund or overpayment (including, for the avoidance of doubt, any interest or other amounts received with respect to such refund or overpayment) had been included originally in the determination of the amounts to be borne by Recipient pursuant to this Agreement, net of any additional Taxes the Provider incurs or will incur as a result of the receipt of such refund or such overpayment.

-13-

Section 4.03. No Right to Set-Off. Subject to Section 4.02(b), the Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

ARTICLE V

STANDARD FOR SERVICE

Section 5.01. Standard for Service.

(a) The Provider agrees to perform the Services in a good and workman-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, the Provider agrees to respond to any outage, interruption or other failure of which it is aware of a Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation.

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Section 5.02. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND EACH PROVIDER, TO THE MAXIMUM EXTENT

-14-

PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

Section 5.03. Compliance with Laws and Regulations. Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party will knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

ARTICLE VI

LIMITED LIABILITY AND INDEMNIFICATION

Section 6.01. Consequential and Other Damages. Notwithstanding anything to the contrary contained in the Separation Agreement or this Agreement, except with respect to a Party’s gross negligence or willful misconduct, neither Party shall be liable to the other Party or any of the other Party’s Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, its performance or nonperformance (or the performance or nonperformance of any of its Affiliates, Representatives and any unaffiliated third-party providers, in each case, performing obligations hereunder) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to loss of profits, business interruptions or claims of customers.

Section 6.02. Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.

Section 6.03. Obligation To Re-perform; Liabilities. In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-

-15-

perform in all material respects such Services in accordance with this Agreement at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Sections 6.01 and 6.02, reimburse the Recipient and its Affiliates and Representatives for damages suffered by Recipient and its Affiliates that are attributable to such breach by the Provider. The remedy set forth in this Section 6.03 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 6.03 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient. This Section 6.03 shall survive any termination of this Agreement.

Section 6.04. Release and Recipient Indemnity. Subject to Section 6.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.

Section 6.05. Provider Indemnity. Subject to Section 6.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, a “Recipient Indemnified Party”), from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.

Section 6.06. Intellectual Property Indemnification.

(a) Entercom agrees to indemnify, defend and hold harmless CBS and its Affiliates and Representatives (each a “CBS Party”), from and against any and all Losses, as incurred, arising out of, relating to or in connection with Content furnished by a Radio Party (“Radio Content”) with respect to any third party claims that the Radio Content infringes the Intellectual Property Rights of any such third party or constitutes libel or defamation, except to the extent any such Loss arises as a result of any change to the Radio Content made by a CBS Party.

(b) CBS agrees to indemnify, defend and hold harmless Entercom and its Affiliates and Representatives (each a “Radio Party”) from and against any and all Losses, as incurred, arising out of, relating to or in connection with Content furnished by a CBS Party (“CBS Content”) with respect to any third party claims that the CBS Content infringes the Intellectual Property Rights of any such third party or constitutes libel or defamation, except to the extent any such Loss arises as a result of any change to the CBS Content made by a Radio Party.

-16-

Section 6.07. Indemnification Procedures. The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under this Agreement.

Section 6.08. Liability for Payment Obligations. Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, CBS’s or Entercom’s express obligation in this Agreement to pay Service Charges and Reimbursement Charges for Services rendered in accordance with this Agreement.

Section 6.09. Exclusion of Other Remedies. The provisions of Sections 6.03, 6.04, 6.05 and Section 6.06 of this Agreement shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement, except as set forth in Section 8.03.

Section 6.10. Confirmation. Neither Party excludes responsibility for any liability which cannot be excluded pursuant to applicable Law.

ARTICLE VII

TERM AND TERMINATION

Section 7.01. Term and Termination. (a) This Agreement shall commence immediately after the Effective Time and shall terminate upon the earlier to occur of: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement or (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety.

(b) Either Party may terminate this Agreement in its entirety, or from time to time with respect to the entirety of any individual Service, in its sole discretion, in the event of any Change of Control of the other Party, upon providing at least twenty (20) days’ prior written notice.

(c) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:

(i) for any reason or no reason, upon providing at least sixty (60) days’ prior written notice to the Provider; provided, however, that the Recipient shall pay to the Provider the necessary and reasonable documented out-of-pocket costs incurred by Provider solely as a result of the early termination of such Service other than any employee severance and relocation expenses, but including sunken costs for the provision of the applicable Service which cannot be recovered, non-terminable contractual obligations under agreements used to provide such Service, any breakage or termination fees and any other termination costs payable by the Provider with respect to any resources or pursuant to any other third-party agreements that were used by the Provider to provide such Service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreements that also were used for purposes other than providing Services); provided, further, that Provider shall notify Recipient of all such costs prior to termination, and Recipient is given the option of rescinding the termination notice for a period of two (2) days following receipt of notice of such costs; or

-17-

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist twenty (20) days after receipt by the Provider of written notice of such failure from the Recipient.

In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shall be pro-rated appropriately. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on the applicable Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 7.01(c)(i) , then the Parties shall negotiate in good faith to amend the Schedule relating to such affected continuing Service, which amendment shall be consistent with the terms of, and the pricing methodology used for, comparable Services.

(d) In connection with the termination of any Service, if the Recipient reasonably determines that it will require such Service to continue beyond the date on which such Service is scheduled to terminate, the Recipient may extend such Service (any such extension, a “Service Extension”) for a specified period beyond the scheduled termination of such Service (which period (i) shall in no event be longer than one (1) year and (ii) shall in no event terminate later than two (2) years after the date of the Final Distribution) by written notice to the Provider no less than thirty (30) days prior to the date of such scheduled termination on the same terms and conditions as such Service was provided prior to the Service Extension, provided that the Parties agree to negotiate any changes to such terms or conditions in good faith if so requested by a Party; provided, further, that (i) there shall be no more than one (1) Service Extension with respect to each Service and (ii) the Provider shall not be obligated to provide such Service Extension if a third-party consent is required and cannot be obtained by the Provider. In connection with any request for Service Extensions in accordance with this Section 7.01(d), the CBS Services Manager and the Radio Services Manager shall in good faith (x) negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of the applicable Service, and (y) determine the costs and expenses (other than Service Charges), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Party requesting the Service Extension. Each amended Schedule to implement a Service Extension, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 7.02. Effect of Termination. Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service; provided, however, that the Recipient shall remain obligated to the relevant Provider for the (i) Service Charges and Reimbursement Charges owed

-18-

and payable in respect of Services provided prior to the effective date of termination and (ii) any applicable charges described in Section 7.01(c)(i), which charges shall be payable only in the event that the Recipient terminates any Service pursuant to Section 7.01(c)(i). In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I, Article VI (including liability in respect of any indemnifiable liabilities under this Agreement arising or occurring on or prior to the date of termination), Article VII, Article VIII and all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Reimbursement Charges and any applicable charges payable pursuant to Section 7.01(c)(i), shall continue to survive indefinitely. For the avoidance of doubt, termination of any Service pursuant to this Agreement will not affect the rights and obligations of the Parties with respect to any Common Agreements under the Separation Agreement.

Section 7.03. Force Majeure. (a) Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure; provided, however, that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of such Force Majeure on its obligations and, to the extent and as soon as possible and commercially reasonable, to remove such Force Majeure; and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates with respect to such Service. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b) During the period of a Force Majeure, the Recipient shall be entitled to permanently terminate such Service(s) (and shall be relieved of the obligation to pay Service Charges for such Services(s) throughout the duration of such Force Majeure) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days, it being understood that Recipient shall not be required to provide any advance notice of such termination to Provider or pay any charges in connection therewith.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party as an agent of an unaffiliated party in the conduct of such other party’s business. A Provider of any Service under this Agreement shall act as an independent contractor and not as the agent of the Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign.

-19-

Section 8.02. Subcontractors. A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however, that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth in Article V and the content of the Services provided to the Recipient.

Section 8.03. Treatment of Confidential Information.

(a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is confidential or proprietary (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (iii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

(b) Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care.

(c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement.

-20-

(d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.

Section 8.04. Further Assurances. Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate this Agreement.

Section 8.05. Dispute Resolution. Any Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

Section 8.06. Notices. Except with respect to routine communications by the CBS Services Manager, Radio Services Manager, CBS Local Services Manager and Radio Local Service Manager under Section 2.06, all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.06):

(i) if to CBS:

CBS Corporation

51 West 52nd Street

New York, New York 10019

Attn: Chief Legal Officer

(ii) if to Entercom:

Entercom Communications Corp.

401 E. City Avenue, Suite 809

Bala Cynwyd, PA 19004

Attention:      Andrew P. Sutor, IV,

     Executive Vice President and General Counsel

Section 8.07. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

-21-

Section 8.08. Entire Agreement. This Agreement, together with the documents referenced herein (including the Separation Agreement and any other Ancillary Agreements) constitutes the entire agreement between the Parties with respect to the subject matter hereof, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

Section 8.09. No Third-Party Beneficiaries. Except as provided in Article VI with respect to Provider Indemnified Parties and Recipient Indemnified Parties, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of CBS or Entercom, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 8.10. Governing Law. This Agreement (and any claims or disputes arising out of or related to this Agreement or to the transactions contemplated by this Agreement or to the inducement of any Party to enter into this Agreement or the transactions contemplated by this Agreement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

Section 8.11. Amendment. No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by all the Parties.

Section 8.12. Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) CBS and Entercom have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be

-22-

construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (j) a reference to any Person includes such Person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless business days are expressly specified; and (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a business day, the period shall end on the next succeeding business day.

Section 8.13. Counterparts. This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 8.14. Assignability. Without prejudice to Section 7.01(b), this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. For the purposes of this Agreement, a “successor” shall include any entity that is a legal successor to either Party as a result of a sale or acquisition of such Party, whether by merger, consolidation, reorganization, recapitalization or sale of all or substantially all of such Party’s assets or stock. Except (i) for any assignment (including by operation of law) to a Party’s successor (without prejudice to Section 7.01(b)) or (ii) as explicitly set forth herein, this Agreement shall not be assigned without the prior written consent of CBS and Entercom; provided, that each Party may:

(a) assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided that, in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement;

(b) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquirer that is not a competitor of the Provider, assign to the acquirer of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, and (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to assign such Services; and

(c) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquirer that is a competitor of the Provider, assign to the acquirer of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services

-23-

provided to such divested Subsidiary or business under this Agreement; provided that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an acquirer that is a competitor, and (iv) no Party shall be obligated to provide any such assigned Services to an acquirer that is a competitor if the provision of such assigned Services to such acquirer would disrupt the operation of such Party’s businesses or create a competitive disadvantage for such Party with respect to such acquirer.

Section 8.15. Public Announcements. From and after the Separation, the Parties shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; or (b) as otherwise set forth in the Separation Agreement.

Section 8.16. Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of either CBS or Entercom or their Affiliates shall have any liability for any obligations or liabilities of CBS or Entercom, respectively, under this Agreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

[The remainder of this page is intentionally left blank.]

-24-

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

CBS CORPORATION
By:	/s/ Joseph R. Ianniello
	Name: Joseph R. Ianniello
	Title: Chief Operating Officer
ENTERCOM COMMUNICATIONS CORP.
By:	/s/ Andrew P. Sutor, IV
	Name: Andrew P. Sutor, IV
	Title: Executive Vice President

[Signature Page to Joint Digital Services Agreement]

EX-2.4

Exhibit 2.4

EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT (CBS RADIO BRAND)

BY AND BETWEEN

CBS BROADCASTING INC.

AND

CBS RADIO INC.

DATED AS OF NOVEMBER 16, 2017

LICENSE AGREEMENT (CBS RADIO BRAND)

This TRADEMARK LICENSE AGREEMENT (CBS RADIO BRAND) (this “Agreement”), dated as of November 16, 2017 (the “Effective Date”), is by and between CBS Broadcasting Inc., a New York corporation (the “Licensor”), and CBS Radio Inc., a Delaware corporation (“Radio” and collectively with its wholly-owned Subsidiaries, the “Licensee”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in the Separation Agreement, dated as of February 2, 2017 by and between CBS Corporation, a Delaware corporation (“CBS”) and the Licensee (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

RECITALS

WHEREAS, prior to the Separation (as defined below), Licensor was engaged in the Radio Business and Radio was a wholly owned subsidiary of Licensor;

WHEREAS, pursuant to the Merger Agreement, Entercom Communications Corp. (“Acquiror”), a Pennsylvania corporation, has agreed to acquire the Radio Business and in order to facilitate the transactions contemplated thereby, the Parties have agreed to separate the Radio Business from the other businesses of CBS, on the terms and conditions set forth in the Separation Agreement and the Merger Agreement (the “Separation”);

WHEREAS, in furtherance of the transactions contemplated in the Separation Agreement and Merger Agreement, the Parties desire that Licensor grant a license to use certain of its assets for a twelve (12) month period to allow Licensee to phase out use of those assets; and

WHEREAS, the Merger Agreement requires execution and delivery of this Agreement by Licensor and Licensee on the Distribution Date.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties agree as follows:

1 Definitions and Interpretations

1.1 In this Agreement, the following terms shall have the following meanings assigned to them:

(a) “Acquisition” means, except for any transaction contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement, with respect to Radio or, after the Effective Time, Acquiror, (i) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than 30% of the total voting power of Radio or, after the Effective Time, Acquiror; (ii) a merger, consolidation, recapitalization or reorganization of Radio or, after the Effective Time, Acquiror,

2

unless securities representing more than 70% of the total voting power of the legal successor to Radio as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned outstanding voting securities of Radio or, after the Effective Time, Acquiror, immediately prior to such transaction; or (iii) the sale of all or substantially all of the consolidated assets of the Radio Group or, after the Effective Time, Acquiror;

(b) “Agreement” has the meaning set forth in the Preamble;

(c) “Brand Guidelines” means the brand guidelines attached at Schedule 3;

(d) “CBS” has the meaning set forth in the Preamble;

(e) “Defaulting Party” has the meaning set forth in Section 10.2(a)(iv);

(f) “Domain Names” means the domain names listed in Schedule 1 (or as may be deemed added to that schedule by written agreement of the Parties);

(g) “Effective Date” has the meaning set forth in the Preamble;

(h) “Effective Time” has the meaning set forth in the Merger Agreement;

(i) “Eye Design” means the trademark ;

(j) “Insolvency” means the earlier of any of the following with regard to a member of the Licensee, any Permitted Sublicensee or any substantial part of any of their assets: (i) a voluntary or involuntary proceeding or petition is commenced or filed seeking relief under any federal, state or foreign bankruptcy, insolvency, receivership or other law providing relief for debtors; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official or any petition for or acquiescence in the appointment thereof; (iii) winding-up or liquidation or other cessation of operations, or suspension of all or a substantial part of its business, or (iv) a general assignment for the benefit of creditors or inability, admitting in writing its inability or failing generally to pay its debts as they become due or the occurrence of any event which accelerates or permits acceleration of the maturity of any of its debts;

(k) “Licensed Property” means the Trademarks and Domain Names. For the avoidance of doubt, the term “Licensed Property” excludes the trademarks WCBS, KCBS and CBS SPORTS RADIO (which are subject to other CBS Brand License Agreements);

(l) “Licensed Services” has the meaning set forth in Section 2.1;

(m) “Licensee” has the meaning set forth in the Preamble;

(n) “Licensee Indemnified Parties” has the meaning set forth in Section 11.1;

(o) “Licensor” has the meaning set forth in the Preamble;

(p) “Licensor Indemnified Parties” has the meaning set forth in Section 11.2;

3

(q) “Non-Defaulting Party” has the meaning set forth in Section 10.2(a)(iv);

(r) “Party” means either Licensor or Licensee and “Parties” means collectively Licensor and Licensee.

(s) “Permitted Sublicensee” has the meaning set forth in Section 2.5; provided that a Permitted Sublicensee shall no longer be deemed to be a Permitted Sublicensee hereunder if it is terminated pursuant to Section 10.2;

(t) “Permitted Video Use” has the meaning set forth in Section 2.4;

(u) “Promotional Use” means, subject to the Permitted Video Uses set forth in Section 2.4, promotion internally facing to Licensee’s employees or Affiliates and promotion externally facing to the public of the Radio Business, in each case to the extent used as of the Effective Date, including: (i) any such use in the Radio Business; (ii) any such use on any current or future online or digital platform (including a platform or audio application whether owned or operated by CBS or its Affiliates or a third party) which permits promotion of brands, promotional content (including user generated content), or services to the general public or a group of users or consumers, including YouTube, Twitter, Facebook, Snapchat and Instagram (the foregoing platforms and other similar platforms, “Social Digital Platforms”); (iii) all forms of promotions of the Radio Business by or on behalf of the Licensee or a Permitted Sublicensee, including joint promotions, promotion on a Social Digital Platform or registering a Social Digital Platform Account Name; (iv) any concert, festival, party, production, performance, live show, or other event held, organized, promoted or sponsored by or on behalf of the Licensee or a Permitted Sublicensee; (v) merchandise that displays the Licensed Property; and (vi) any other promotion of the Radio Business as used as of the Effective Date;

(v) “Radio Entity” means an entity engaged in the business of radio broadcasting in the United States or engaged in the business of audio streaming in the United States, and in either case not engaged in the business of television broadcasting in the United States.

(w) “Separation Agreement” has the meaning set forth in the Preamble;

(x) “Social Digital Platform” has the meaning set forth in Section 1.1(u);

(y) “Social Digital Platform Account Name” means a method of identification or authentication of a user or publisher on a Social Digital Platform, including registering a name, setting up an account name and/or otherwise establishing a means of identification;

(z) “Term” has the meaning set forth in Section 10.1; and

(aa) “Trademarks” means the registered trademarks listed in Schedule Error! Reference source not found., which registrations may be updated from time to time by the Licensor at its sole discretion.

4

2 Grant of Rights

2.1 Subject to the terms and conditions of this Agreement and for no additional royalties or consideration apart from the consideration provided to CBS in connection with the transactions contemplated by the Merger Agreement and Separation Agreement, the Licensor hereby grants to the Licensee a limited, non-exclusive, non-assignable and non-transferrable (except as set forth in Section 12.7), non-sublicensable (except as set forth in Section 2.5) license in the United States (which, for the purposes of this Agreement, shall include its territories and possessions as set forth in Section 2.2) for the Term to:

(a) use the Trademarks as part of: (i) the Radio Business; (ii) registered business names set forth on Schedule 4 and unregistered business names; and (iii) registered company names set forth in Schedule 5; and

(b) subject to Section 3.6, use the Domain Names;

in each case under the foregoing (a)-(b) solely as used to identify the operation of the Radio Business in the manner and to the extent of such use as of the Effective Date (the foregoing collectively referred to herein as the “Licensed Services”); provided that Licensee shall take reasonable efforts to wind-down and cease such licensed use of the Licensed Property as soon as practicable after the Effective Date, as required in order to meet its obligations under Sections 3.7 and 10.4, and, in any event, no later than twelve (12) months from the Effective Date.

2.2 Licensed Territory Uses. Under the license granted pursuant to Section 2.1, the Licensee may use the Licensed Property for the Licensed Services only in the United States (including its territories and possessions); provided, however, the Parties acknowledge that the Licensee is permitted to use the Licensed Property for terrestrial radio broadcasting, and related online, digital uses and Promotional Uses solely for providing the Licensed Services or the marketing and promotion thereof to users and consumers within the United States. The Licensee may not direct use of the Licensed Property to terrestrial radio, online or digital users or consumers outside the United States, provided that, to the extent permitted uses are directed to terrestrial radio, online or digital users or consumers in the United States and can be accessed or consumed by terrestrial radio, online or digital users or consumers outside the United States, the Licensee shall not be deemed in breach of Section 2.1 or this Section 2.2.

2.3 Prohibited Uses of Licensed Property. The Licensee may not use the Licensed Property for any good or service or in any manner that is: (a) pornographic or reasonably considered by Licensor as offensive; or (b) unlawful or obscene (as determined in accordance with applicable Federal Communications Commission standards). The Parties acknowledge and agree that all uses of the Licensed Property that are consistent with the uses of the Licensed Property by the Radio Business during the one-year period prior to the Effective Date are not prohibited by this Section 2.3.

2.4 Further Prohibited Uses of Licensed Property. The Licensee shall not use the Licensed Property to identify audio-visual content including news, sports, weather, traffic reporting or other videos or video services (including, video-on-demand or video streaming, syndication of video content or video streams, or any other distribution of audio-visual content), except to the extent so used by the Radio Business as of the Effective Date, such as (x) in simultaneous video streams or recordings that are created by the Licensee’s placement of

5

camera(s) in a terrestrial radio studio to capture the simultaneous broadcast of audio programming of a radio station owned and operated by the Licensee or (y) musical performances and associated music videos; or (z) audio-visual recordings of interviews streaming from or recorded at speaker series, panel discussions or conferences hosted by the Licensee (“Permitted Video Use”).

2.5 Permitted Sublicensees. In addition to Section 2.8(b), the Licensee may not license or authorize any other Person to use the Licensed Property, except that the Licensee may grant limited, non-assignable (including non-assignable in an Acquisition) sublicenses of its rights under Section 2.1 to those third parties who have been granted licenses or sublicenses of the Licensed Property by Licensor or any of its Affiliates in connection with the operation of the Radio Business prior to the Effective Date (provided that the sublicense to such third party is for uses substantially similar to those permitted by Licensor and its Affiliates during the one year period prior to the Effective Date), or to any third parties for which the Licensee obtains prior written consent of Licensor (which shall not be unreasonably withheld, conditioned or delayed); provided, in each case, that (a) Licensee has sent Licensor written notice with detailed information regarding all proposed uses of the Licensed Property by such third party (including identification of all types of uses and media in connection with which the Licensed Property will be used); and (b) such third parties agree to comply with all terms and conditions hereunder applicable to the Licensee (each such third party approved by Licensor, a “Permitted Sublicensee”); provided that Licensor may terminate the purported sublicense to use the Licensed Property granted to any purported Permitted Sublicensee at any time if the transfer or assignment of such Licensed Property to such Permitted Sublicensee occurred in violation of the foregoing requirements of this Section 2.5.

Notwithstanding the grant of any sublicense, the Licensee shall remain liable for compliance by each Permitted Sublicensee with all terms and conditions of this Agreement applicable to the Licensee and such terms and conditions shall be deemed to be applicable to each Permitted Sublicensee.

For the avoidance of doubt, Licensee may engage manufacturers and service providers to apply the Trademarks to Licensee’s promotional goods of the types and in the manner used during the one year period prior to the Effective Date or otherwise use the Trademarks in connection with the advertising or marketing of Licensee’s goods or services solely at the direction and on behalf of the Licensee (e.g. t-shirt or banner manufacturer, or newspaper carrying an advertisement) without prior consent or approval from Licensor.

2.6 Licensor’s Restrictions. The Licensor agrees not to use or license (or cause or induce others to do so) the trademark “CBS RADIO” for the operation of a terrestrial radio network in the United States for four (4) years following the Effective Date.

2.7 Licensor’s Reserved Rights. All rights of the Licensor and its Affiliates not expressly granted by the Licensor to the Licensee pursuant to this Agreement are reserved without exception or limitation.

6

2.8 Licensee’s Acknowledgement Concerning the Licensed Property. Subject to Section 2.6 and the other CBS Brand License Agreements, the Licensee hereby acknowledges and agrees that:

(a) No Claims Against CBS. For the avoidance of doubt, CBS and its Affiliates have the right to use (and Licensee shall not have any basis to object to or make claims against CBS or its Affiliates for their use of):

(i) the Licensed Property;

(ii) the Eye Design, “CBS”, “CBS NEWS,” “CBS NEWS RADIO” and “CBS RADIO NEWS”; and

(iii) “WCBS”, “KCBS” and “CBS SPORTS RADIO” (which are subject to other CBS Brand License Agreements);

in each case either alone or in combination with other symbols, words, phrases or logos (including the Trademarks in combination with “TV” or any other term indicating audio or audio-visual content or other media) for any uses in connection with any goods and services (including domain names), whether known as of the date of this Agreement or created in the future, including use in association with any activities of CBS or its Affiliates’ television station brand names, such as WCBS and KCBS, and related activity and for any audio products or otherwise;

(b) FCC Licenses. The Licensee shall not grant consent to any Person to use any of the Licensed Property as call letters, even if its status at the Federal Communications Commission would permit the Licensee to provide such consent; and

(c) Risk of Confusion. The Licensee shall cooperate with any reasonable requests of Licensor in connection with any Licensed Services that may create a risk of confusion with any current or anticipated business of CBS or any of its Affiliates.

3 Licensee’s Use of the Licensed Property

3.1 Brand Guidelines and Logo Changes. The Licensee shall use the Trademarks in accordance with the Brand Guidelines, comply with all applicable Laws and the quality standards set forth in Section 3.3, and shall observe all reasonable directions given by the Licensor as to the representations of the Trademarks. The Licensee is not permitted to adopt any new visual representation of the Trademarks or to use, reproduce or represent any of the Trademarks in any form or manner that is not already in use by the Radio Business as of the Effective Date, unless prior written approval is provided by the Licensor, not to be unreasonably withheld. The Licensee shall adopt any new visual representation of the Trademarks that may be required from time to time by the Licensor upon reasonable prior written notice to Licensee.

3.2 Licensor’s Quality Control. The Licensee agrees to provide representative samples of any goods, services and materials to or in which the Licensed Property is affixed or incorporated, including marketing and promotional materials, audio recordings of content and all

7

other uses of the Licensed Property by the Licensee (whether written, electronic or recorded in any other medium), as reasonably requested by the Licensor. If at any time the Licensor notifies the Licensee in writing that a deficiency exists in the form, manner or quality of any goods, services or materials to or in which the Licensed Property is affixed or incorporated, the Licensee will use diligent efforts to remedy such deficiency promptly and provide the Licensor with evidence of same.

3.3 Licensee’s Obligations / Quality Control. In using the Licensed Property, the Licensee shall:

(a) maintain such quality standards for the Radio Business that are in place as of the Effective Date;

(b) not do any act which would reasonably be expected to dilute or materially weaken the strength of the Licensed Property, or render the Trademarks generic or invalid (it being understood that uses of the Licensed Property that are consistent with those uses by the Radio Business in use during the one year period prior to the Effective Date shall not be considered violations of this Section 3.3(b));

(c) conduct its business and operations in a manner that would not reasonably be expected to have an adverse effect on the reputation of Licensor or its goodwill associated with the Licensed Property (it being understood that the conduct of the Radio Business in the manner in which it was conducted during the one year period prior to the Effective Date shall not be considered a breach of this Section 3.3(c));

(d) not perform any act or fail to act in any way that could reasonably be expected to injure, denigrate or otherwise, devalue the Licensed Property or the goodwill or reputation of the Licensor or any of the Licensor’s Affiliates (it being understood that the conduct of the Radio Business in the manner in which it was conducted during the one year period prior to the Effective Date shall not be considered a breach of this Section 3.3(d)). The Licensee hereby agrees that it will use commercially reasonable efforts to ensure that the Licensee’s employees and other personnel (and, for the avoidance of doubt, the employees and other personnel of its Permitted Sublicensees) do not make any offensive remarks, commit any criminal act, or commit any other act which could reasonably be expected to reflect unfavorably upon the Licensed Property or the Licensor or its Affiliates in any material respect; and, in the event of any such conduct, the Licensee will work with the Licensor to promptly minimize any resulting adverse impact on the Licensed Property and to remedy any such conduct (without limiting other remedies available to the Licensor under this Agreement); and

(e) not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership of any of the Licensed Property other than the licensed rights conferred by this Agreement.

3.4 Legal Lines. To the extent the legends, markings, and notices referred to below in this Section 3.4 were used by the Radio Business in connection with uses of the Trademarks prior to the Effective Date, the Licensee shall where reasonably practicable cause the following

8

legend to appear on all marketing and promotional materials on or in connection with which the Trademarks are used:

“The Eye Design^® and CBS RADIO^® are Registered Trademarks of CBS Broadcasting Inc. All Rights Reserved.”

and/or such legends, markings, and notices as the Licensor may reasonably request in order to give appropriate written notice of any trademark, trade name or other rights therein; but failure to use such symbol shall not be deemed a breach of this Agreement that could give rise to termination pursuant to Section 10.2. Licensee agrees that upon reasonable request from Licensor to add the aforementioned legend, Licensee will take all reasonable steps necessary to add such legend.

3.5 Domain Name Fees. The Licensee shall be responsible for all fees in connection with the registration of domain names that Licensor agrees to add to Schedule 1 as Domain Names, and registration and renewal of registration of the Domain Names during the Term and during the eighteen (18) months following the end of the Term for redirection as described in Section 3.6.

3.6 Domain Name Cooperation. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, the Licensor shall cooperate with the Licensee to enable the Domain Names to be directed to the appropriate servers for the websites relating to the Radio Business. Furthermore, for a period of eighteen (18) months following the end of the Term, Licensor agrees to maintain the registrations and redirect traffic from the Domain Names to new website addresses designated by Licensee, with an appropriate notice agreed to by the Parties indicating that the applicable web site addresses have changed.

3.7 Phase Out. The Licensee shall use all reasonable efforts to reduce its usage of the Licensed Property for which a license is granted pursuant to Article 2, including by completing the removal of the Licensed Property from all goods, services and materials in the Licensee’s possession or control, such that, as at the expiration of the Term, the Licensee will have ceased and discontinued all use of the Licensed Property in accordance with Section 10.4; provided that in the event of any de minimis use that continues after expiration or termination of the Term, Licensee shall quickly after becoming aware thereof discontinue such use, except as otherwise provided in Section 7.24(c) of the Merger Agreement. For the avoidance of doubt, the Licensee shall not commence any new uses of the Licensed Property during the Term not expressly permitted hereunder by Section 2.1, unless approved in writing by the Licensor.

4 Ownership

4.1 The Licensee acknowledges that nothing contained in this Agreement shall give the Licensee any right, title or interest in or to the Licensed Property or any other intellectual property of Licensor or its Affiliates, or any right to use such Licensed Property or other intellectual property in any territory save as expressly granted by the Licensor in relation to the Licensed Property under Section 2.1. The Licensee will not directly or indirectly claim any rights in the Licensed Property or apply to register the Licensed Property, “CBS” or the Eye Design or any confusingly similar name or mark whether alone or in combination with any other name or mark or otherwise as copyright, trademark, trade name, domain name in any territory.

9

4.2 Any goodwill derived by, and any rights acquired by, the Licensee from the use of the Licensed Property or any derivatives thereof shall inure to the sole benefit of the Licensor. At the request and expense of the Licensor, the Licensee shall execute all documents or take all such actions that are reasonably necessary to assign such goodwill and/or rights to the Licensor or otherwise to confirm the Licensor’s ownership of the Licensed Property.

4.3 The Licensee agrees that the Licensor will, in its sole cost and discretion, clear, file, maintain and defend any and all trademark and domain name applications and resulting registrations worldwide for the Licensed Property until the termination of this Agreement. The Licensee further agrees to abide by all reasonable trademark clearance, filing and maintenance decisions made by the Licensor in connection and in accordance with this Agreement, to execute any other documents or other materials or provide such assistance as the Licensor may reasonably request in furtherance of the purpose of this Agreement, and to cooperate with the Licensor in connection therewith, as requested.

4.4 If, in breach of this Agreement, the Licensee registers, or applies to register, any copyright, trademark, trade name, domain name or other designation identical or confusingly similar to the Licensed Property, “CBS” or the Eye Design, it shall immediately, at its cost, transfer the registration or application to the Licensor or, at the Licensor’s request, take all steps necessary to abandon, cancel or withdraw, as requested, such registration or application.

4.5 The Licensee agrees that it will not, nor authorize any other Person to, and it will ensure its Affiliates do not, nor authorize any other Person to, (a) subject to Section 2.5, use or (b) apply to register, any copyright, trademark, trade name, domain name or other designation identical or confusingly similar to, any of the Licensed Property, “CBS” or the Eye Design or any mark which combines the Licensed Property with any other trademark, trade name or domain name or other designation, unless permitted under another written agreement with Licensor to use a brand related to Licensor’s licensed content (e.g. CBS SPORTS RADIO).

5 Licensor Obligations

Notwithstanding anything to the contrary in this Agreement, during the Term, Licensor shall maintain all registrations set forth in Schedule 2 for the Trademarks and all registrations for the Domain Names set forth in Schedule 1 in a manner that will permit Licensee to use the Trademarks and Domain Names as set forth in this Agreement.

6 Warranties

6.1 Each Party hereto warrants and represents to the other that it has the full right, power and authority to execute and perform its obligations under this Agreement.

6.2 The Licensor warrants and represents to Radio that:

(a) it holds all such rights and interest in the Licensed Property as are required to permit the Licensor to enter into this Agreement;

(b) to the knowledge of Licensor’s trademark counsel as of the Effective Date, the Licensee’s use of the Licensed Property in accordance with the terms and conditions of this Agreement does not and will not infringe or violate any other Person’s intellectual property rights;

10

(c) there are no pending claims, judgments or unpaid settlements against the Licensor or any of its Affiliates relating to the Licensed Property which, if adversely determined, would have a material adverse effect on the Licensor’s ability to license the Licensed Property or interfere in any material respect with Licensee’s use of the Licensed Property during the Term as set forth in this Agreement.

7 [Intentionally Blank]

8 Further Assurances

Each Party shall, at the cost and the request of the other Party and at any time, execute such documents and perform such acts as the other Party may reasonably require for the purpose of giving effect to this Agreement.

9 Infringement

9.1 The Licensee shall, as soon as it becomes aware thereof, give the Licensor full particulars, in writing, of any actual or threatened conduct of any Person which amounts or might amount either to: (a) infringement or unlicensed use of; (b) passing-off or unfair competition in relation to; or (c) breach of any analogous or comparable right of the Licensor’s rights in relation to, “CBS”, the Eye Design or the Licensed Property.

9.2 If the Licensee becomes aware of any allegation that “CBS”, the Eye Design or the Licensed Property is invalid or that use thereof infringes any rights of the Licensor or that “CBS”, the Eye Design or the Licensed Property may be susceptible to challenge, the Licensee promptly shall provide the Licensor with the particulars thereof.

9.3 The Licensor may, in its sole discretion, commence or prosecute any claims or suits to protect its rights hereunder, and the Licensee agrees to cooperate fully with the Licensor, at Licensor’s expense; provided that Licensor shall consider in good faith any request by Licensee to assert Licensor’s rights in the Licensed Property that Licensee reasonably believe are adversely impacting Licensee’s rights hereunder.

10 Term and Termination

10.1 Term. Except as otherwise set forth in Section 2.1(a)(iii), Section 3.5 and Section 10.2, this Agreement shall begin on the Effective Date and expire twelve (12) months after the Effective Date (the “Term”).

10.2 Termination.

(a) This Agreement may terminate before the expiration of its Term under any of the following circumstances:

(i) automatically, without the requirement of written notice by either Party, in the event of an Insolvency;

11

(ii) automatically, if Licensee ceases use of the Licensed Property before the expiration of the Agreement;

(iii) automatically, if an Acquisition occurs with an entity other than a Radio Entity;

(iv) by either Party (“Non-Defaulting Party”), upon written notice to the other Party, if the other Party or, where the Licensee is the other party, any Permitted Sublicensee (the “Defaulting Party”) fails to comply with any of its material obligations pursuant to this Agreement and does not within 15 days of receipt of written notice from the Non-Defaulting Party specifying the failure, for any such failure, either: (x) remedy such failure (if capable of being remedied) or (y) if the failure is not capable of being remedied, agree with the Non-Defaulting Party upon a plan to mitigate the impact of such failure and to prevent such failure from occurring in the future;

(v) by either Party immediately on written notice to the other Party on the third (3rd) or any subsequent failure to comply with any material obligation of this Agreement by the other Party or, where the Licensee is the other Party, by any Permitted Sublicensee, provided that the non-breaching Party has provided written notice to the breaching Party on two prior occasions of breach and, upon each such prior notice, provided the breaching party with a 15 calendar day opportunity to cure such failure to comply with such material obligation or obligations; or

(vi) by the Licensor immediately on written notice to the Licensee, if the Licensee or any Permitted Sublicensee, alone or with others, seeks a declaration or other order from a Governmental Authority that any of Licensor’s or its Affiliates’ rights in or to any Licensed Property, or any registration thereof, is invalid or otherwise attacks the validity of the foregoing.

(b) This Agreement shall terminate, upon written notice delivered by the Licensor to the Licensee, if there is a purported unauthorized assignment or transfer in violation of Section 12.7; provided that the Licensee shall have 15 calendar days from the latest delivery of such notice of breach to cure such purported unauthorized assignment or transfer.

10.3 Acquisitions. Licensee shall provide Licensor written notice immediately or, where confidentiality obligations apply, immediately upon public announcement of reaching agreement with any Person for any Acquisition of any member of the Licensee or any Permitted Sublicensee.

10.4 Survival. Upon any expiration or termination of this Agreement in its entirety, as expressly set forth in this Section 10.4, all rights to use any Licensed Property granted pursuant to this Agreement to the Licensee and all Permitted Sublicensees shall immediately cease and the Licensee and all Permitted Sublicensees shall take all necessary steps to cease use of the Licensed Property in all ways, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements. Upon any expiration or termination of

12

this Agreement as to, as expressly set forth in this Section 10.4, any Permitted Sublicensee, all rights to use any Licensed Property granted pursuant to this Agreement to such Permitted Sublicensee shall immediately cease and such Permitted Sublicensee shall take all necessary steps to cease use of the Licensed Property in all ways, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements. The foregoing obligations to cease use include, in each case, the following, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements:

(a) change all of the registered and unregistered business names, registered company names and the name of the Radio Business to names that do not include the Trademarks, “CBS” or any term confusingly similar or any term that implies association or successor relationship with the Licensor or its Affiliates;

(b) cease the use of all Domain Names;

(c) cease use of the Licensed Property in all Promotional Use;

(d) remove or obliterate all signage that displays the Licensed Property; and

(e) at the Licensor’s reasonable written request, destroy all marketing, promotional or other materials bearing the Licensed Property for which a license is granted pursuant to this Agreement.

10.5 Wind Down. With respect to any termination under Section 10.2(a)(iv), the Licensee and Permitted Sublicensees will be given until the earlier of (x) thirty (30) days following any such termination and (y) the expiration of the Term to wind down their use of the Licensed Property.

10.6 Survival. Notwithstanding anything herein to the contrary, Articles 4, 8, 9 and 11-12, Sections 2.6 (for the period set forth therein), 3.7 and this Section 10.6 shall survive any expiration or termination of this Agreement and shall remain in full force and effect.

11 Indemnification

11.1 The Licensor agrees to indemnify and hold harmless Licensee, its past, present or future Subsidiaries and Affiliates and Permitted Licensees and any of its or their past, present or future Representatives, heirs, executors and any of its or their permitted successors and assigns (“Licensee Indemnified Parties”) against any and all payments, losses, liabilities, damages, claims, and expenses (including attorney’s fees and expenses incurred in good faith) and costs whatsoever (“Losses”), as incurred, arising out of or relating to (a) any third-party claims of infringement, dilution or unfair competition arising from the use of the Licensed Property as described herein to the extent that Licensee’s use of the Licensed Property is in compliance with the terms of this Agreement; (b) any violation by the Licensor of applicable laws; and (c) any violation or breach of this Agreement by the Licensor. In the event of any such Losses involving an allegation of trademark infringement, the Licensee shall take all actions requested by the Licensor in order to mitigate any damages and other costs in connection therewith, including ceasing or modifying use of any Licensed Property.

13

11.2 The Licensee agrees to indemnify and hold harmless the Licensor and its past, present or future Subsidiaries and Affiliates and any of their past, present or future Representatives, heirs, executors and any of their permitted successors and assigns (“Licensor Indemnified Parties”) against any and all Losses, as incurred, arising out of or relating to (a) all claims with respect to the use of the Licensed Property (including use by or on behalf of any Permitted Sublicensee) except third-party claims of infringement, dilution or unfair competition as set forth in Section 11.1(a) above; (b) any violation by the Licensee or any Permitted Sublicensee of applicable laws; and (c) any violation or breach of this Agreement by the Licensee or any Permitted Sublicensee.

11.3 The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under this Agreement.

12 General

12.1 No Agency. Nothing in this Agreement shall be deemed to create any joint venture, partnership or principal agent relationship between the Licensee and the Licensor or any of their Affiliates and no Party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other or its Affiliates.

12.2 Entire Agreement. This Agreement, the Separation Agreement and the Merger Agreement constitute the entire agreement between CBS and/or the Licensor, on the one hand, and the Licensee, on the other hand, with respect to the Licensed Property, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between CBS and/or the Licensor, on the one hand, and the Licensee, on the other hand other than those set forth or referred to herein or therein.

12.3 Amendments. No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by the Licensor, Radio and Acquiror.

12.4 Dispute Resolution. Any Agreement Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Agreement Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

12.5 Liability. Except in connection with breaches of Section 12.6 or a Party’s indemnification obligations under Article 11, neither Party shall be liable in contract, tort (including negligence) or otherwise arising out of or in connection with this Agreement for any special, punitive, indirect or consequential loss or damage including any economic loss (including loss of revenues, profits, contracts, business or anticipated savings); in any case, whether or not such losses were within the contemplation of the Parties at the date of this Agreement.

12.6 Confidentiality. Each Party shall keep confidential the terms and conditions of this Agreement and all information concerning the business of the other Party hereto exchanged

14

in the course of negotiating the same or pursuant to the terms hereof and shall not divulge the same to any third parties (other than to their respective professional advisers), provided that the foregoing shall not apply to information (a) already in the public domain at the time the information is disclosed other than as a result of disclosure in violation of any confidentiality obligation or agreement, (b) required by law to be disclosed in any document to be filed with any Governmental Authority, (c) required to be disclosed by court or administrative order or under laws, rules and regulations applicable to such Party or its respective Affiliates (including securities laws, rules and regulations), as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of such Party or its respective Affiliates may be listed for trading, (d) disclosed by Licensor for the purpose of maintaining or enforcing its rights under this Agreement or to any of the Licensed Property, or (e) disclosed with the prior written approval of the other Party.

12.7 Assignability.

(a) This Agreement shall not be assigned or transferred by Licensee in whole or in part by operation of Law, except in an Acquisition of the Licensee with a Radio Entity, and only with the prior written consent of the Licensor, which consent will not be unreasonably withheld; provided that Radio upon written notice to the Licensor may assign or transfer this Agreement in whole to its wholly-owned Subsidiary or in an Acquisition of the Licensee with a Radio Entity without consent; provided, further, that in the event of any permitted assignment or transfer by Licensee in accordance with the foregoing, Licensee shall provide a guarantee to the Licensor (in a form reasonably agreed upon) for any liability or obligation of the assignee or transferee under this Agreement and the assignee or transferee shall agree in a written agreement with the Licensor to assume all of the obligations under this Agreement relating to the Licensee.

(b) Any purported assignment or transfer in violation of this Section 12.7 shall be null and void and of no effect.

(c) Subject to the foregoing Sections 12.7(a) and 12.7(b), this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their permitted successors and assigns.

(d) For the purposes of this Agreement, a “successor” shall include any entity that is a legal successor to either Party as a result a sale or acquisition of such Party, whether by merger, consolidation, sale of all or substantially all of such Party’s assets.

12.8 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a written notice given in accordance with this Section 12.8):

(a) if to Licensor:

CBS Corporation

51 West 52^nd Street

New York, New York 10019

Attn: Chief Legal Officer and Trademarks Counsel

Fax:    212-975-4215

15

and to:

CBS Broadcasting Inc.

Attn: Chief Legal Officer and Trademarks Counsel

51 West 52^nd Street

New York, New York, 10019

Fax: 212-975-4215

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Fax: (212) 403-2000

Attention: David E. Shapiro, Esq.

Marshall P. Shaffer, Esq.

(b) if to Licensee or any Permitted Sublicensee (such notices shall be deemed given to each Permitted Sublicensee if given or served to Licensee):

CBS Radio Inc.

1271 Avenue of the Americas, Fl. 44

New York, NY 10020

Attn:     General Counsel

Fax:      212-246-3657

Entercom Communications Corp.

401 E. City Avenue, Suite 809

Bala Cynwyd, PA 19004

Fax: (610) 660-5662

Attention: Andrew P. Sutor, IV,

Senior Vice President and General Counsel

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 N. Wabash Ave., Suite 2800

Chicago, IL 60611

Fax: (312) 993-9767

Attention: Mark D. Gerstein

Zachary A. Judd

16

12.9 Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Party entitled to enforce such term (each such entity, a “Waiving Entity”), but such waiver shall be effective only if it is in writing signed by a duly authorized officer of the Waiving Entity against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement, nor shall any single or partial exercise of any right or privilege preclude any other or future exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by either Party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the entity against whom the existence of such waiver is asserted. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

12.10 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either the Licensor or the Licensee. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Licensor and the Licensee shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Licensor and the Licensee as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

12.11 No Third-Party Beneficiaries. Except to the extent that this Agreement shall benefit Acquiror, as set forth explicitly herein, and to the extent of any indemnification of any Licensee Indemnified Parties and Licensor Indemnified Parties, as set forth in Section 11, this Agreement is for the sole benefit of the Licensor and the Licensee and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

12.12 Counterparts. This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

17

12.13 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Licensor and the Licensee and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (i) a reference to any Person includes such Person’s permitted successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; and (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. Any action, determination or approval of or required by the Licensor under this Agreement shall be understood to be at the Licensor’s sole discretion unless expressly stated otherwise hereunder.

12.14 Parties in Interest. This Agreement is binding upon and is for the benefit of the Parties and, as set forth in Section 12.7, their respective permitted successors and permitted assigns.

12.15 Jurisdiction.

(a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties.

(b) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ADMINISTRATION THEREOF. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION.

18

NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.    

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]

19

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS BROADCASTING INC.
By:	/s/ Joseph R. Ianniello
	Name: Joseph R. Ianniello
	Title:   Executive Vice President
CBS RADIO INC.
By:	/s/ Andre Fernandez
	Name: Andre Fernandez
	Title:   President & Chief Executive Officer
	CBS Radio

[Signature Page to License Agreement #1 (CBS RADIO brand)]

EX-2.5

Exhibit 2.5

EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT (TV STATION BRANDS)

BY AND BETWEEN

CBS BROADCASTING INC.

CBS MASS MEDIA CORPORATION

AND

CBS RADIO INC.,

AND CERTAIN SUBSIDIARIES OF CBS RADIO INC.

DATED AS OF NOVEMBER 16, 2017

LICENSE AGREEMENT (TV STATION BRANDS)

This TRADEMARK LICENSE AGREEMENT (TV STATION BRANDS) (this “Agreement”), dated as of November 16, 2017 (the “Effective Date”), is by and between CBS Broadcasting Inc., a New York corporation (“CBS Broadcasting”), and CBS Mass Media Corporation, a Delaware corporation (“CBS Mass Media” and together with CBS Broadcasting, the “Licensors”), on the one hand, and CBS Radio Inc., a Delaware corporation (“Radio”), and certain Subsidiaries of Radio that are executing this Agreement as “Licensees” as set forth on the signature pages hereof (together with Radio and its wholly-owned direct and indirect Subsidiaries, the “Licensees”), on the other hand. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in the Separation Agreement, dated as of February 2, 2017, by and between CBS Corporation, a Delaware corporation (“CBS”) and Radio (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

RECITALS

WHEREAS, prior to the Separation (as defined below), CBS was engaged, directly and indirectly, in the Radio Business and Radio was a wholly owned indirect subsidiary of CBS;

WHEREAS, pursuant to the Merger Agreement, Entercom Communications Corp. (“Entercom”), a Pennsylvania corporation, has agreed to acquire the Radio Business and in order to facilitate the transactions contemplated thereby, the Parties have agreed to separate the Radio Business from the other businesses of CBS, on the terms and conditions set forth in the Separation Agreement and the Merger Agreement (the “Separation”);

WHEREAS, the Merger Agreement requires execution and delivery of this Agreement by Licensors and Licensees on the Distribution Date; and

WHEREAS, in order to allow the Radio Business to operate the Parties desire that Licensors grant certain licenses to use certain of their assets.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties agree as follows:

1 Definitions and Interpretations

1.1 In this Agreement, the following terms shall have the following meanings assigned to them:

(a) “Acquisition” means, except for any transaction contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement, with respect to any Licensee, (i) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than 30% of the total voting power of any Licensee; (ii) a

2

merger, consolidation, recapitalization or reorganization of any Licensee, unless securities representing more than 70% of the total voting power of the legal successor to any Licensee as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned outstanding voting securities of any Licensee, immediately prior to such transaction; or (iii) the sale of all or substantially all of the consolidated assets of the any Licensee;

(b) “Agreement” has the meaning set forth in the Preamble;

(c) “Applicable Licensee” means, with respect to a Licensed Radio Station, the Licensee for such Licensed Radio Station as set forth on Schedule 1;

(d) “Brand Guidelines” means the applicable brand guidelines for each Licensed Radio Station attached as Schedule 2, as may be updated from time to time by Licensors on reasonable prior written notice to Licensees;

(e) “CBS” has the meaning set forth in the Preamble;

(f) “Defaulting Party” has the meaning set forth in Section 10.2(a)(v);

(g) “Divested Station” means a radio station previously or currently owned by Licensor or an affiliate of Licensor in the Radio Business, which is being sold or otherwise transferred, or is planned to be sold or otherwise transferred, in connection with the consummation of the transactions contemplated by the Separation Agreement and Merger Agreement.

(h) “Domain Names” means the domain names listed under the “Domain Names” column set forth on Schedule 1 (or as may be deemed added to that schedule by written agreement of the Parties);

(i) “Effective Date” has the meaning set forth in the Preamble;

(j) “Effective Time” has the meaning set forth in the Preamble;

(k) “Eye Design” means the trademark ;

(l) “Format” means, with respect to each Station Business, the format for such Station Business that is set forth under the “Format” column on Schedule 1;

(m) “Insolvency” means the earlier of any of the following with regard to any entity, as specified herein: (i) a voluntary or involuntary proceeding or petition is commenced or filed seeking relief under any federal, state or foreign bankruptcy, insolvency, receivership or other law providing relief for debtors; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official or any petition for or acquiescence in the appointment thereof; (iii) winding-up or liquidation or other cessation of operations, or suspension of all or a substantial part of its business, or (iv) a general assignment for the benefit of creditors or inability, admitting in writing its inability or failing generally to pay its debts as they become due or the occurrence of any event which accelerates or permits acceleration of the maturity of any of its debts;

3

(n) “Licensed Market” means, with respect to each Licensed Radio Station, the designated marketing area (“DMA”) as established by Nielsen as of the Effective Date for such Licensed Radio Station as identified under the “Market” column on Schedule 1 (and as may be updated by Nielsen from time to time);

(o) “Licensed Property” means the Trademarks and Domain Names. For the avoidance of doubt, the term “Licensed Property” excludes the trademarks “CBS RADIO” and “CBS SPORTS RADIO” (which are subject to other CBS Brand License Agreements) and the trademark “CBS NEWS RADIO”;

(p) “Licensed Radio Station” means the radio stations including HD stations identified under the “Radio Station” column on Schedule 1 that are owned and operated by the Applicable Licensee set forth in Schedule 1, as Licensee will update and deliver to Licensors promptly in connection with changes in Licensed Radio Stations and Licensees made under Section 12.7(b) in this Agreement, and are not otherwise terminated pursuant to Section 10.2;

(q) “Licensed Services” has the meaning set forth in Section 2.1;

(r) “Licensee” has the meaning set forth in the Preamble and shall be deemed to be a Licensee hereunder with respect to (i) Radio Station Call Letters if listed as a “Radio Station Call Letter Licensee” on Schedule 1 and (ii) Radio Station Branding if listed as a “Radio Station Branding Licensee” on Schedule 1; provided that a Licensee shall no longer be deemed to be a Licensee hereunder if it is terminated pursuant to Section 10.2 and shall no longer be deemed to be a Licensee hereunder with respect to a particular Licensed Radio Station if such Licensed Radio Station is terminated pursuant to Section 10.2;

(s) “Licensee Indemnified Parties” has the meaning set forth in Section 11.1;

(t) “Licensor” has the meaning set forth in the Preamble;

(u) “Licensor Indemnified Parties” has the meaning set forth in Section 11.2;

(v) “Non-Defaulting Party” has the meaning set forth in Section 10.2(a)(v);

(w) “Party” means either Licensors or Licensees and “Parties” means collectively Licensors and Licensees;

(x) “Permitted Sublicensee” has the meaning set forth in Section 2.5; provided that a Permitted Sublicensee shall no longer be deemed to be a Permitted Sublicensee hereunder if it is terminated pursuant to Section 10.2 and shall no longer be deemed to be a Permitted Sublicensee hereunder with respect to a license under Section 2.1 as to a particular Licensed Radio Station if such Licensed Radio Station is terminated pursuant to Section 10.2;

(y) “Permitted Video Use” has the meaning set forth in Section 2.4;

4

(z) “Promotional Use” means, subject to the Permitted Video Uses set forth in Section 2.4, promotion internally facing to Licensees’ employees or Affiliates and promotion externally facing to the public of the Station Business, including: (i) any such use on any Licensed Radio Station (both analog and digital signal); (ii) any such use on any current or future online or digital platform (including a platform or audio application whether owned or operated by CBS or its Affiliates or a third party) which permits promotion of brands, promotional content (including user generated content), or services to the general public or a group of users or consumers, including YouTube, Twitter, Facebook, Snapchat and Instagram (the foregoing platforms and other similar platforms, “Social Digital Platforms”), (iii) all forms of promotions of a Station Business by or on behalf of a Licensee or Permitted Sublicensee, including joint promotions, promotion on a Social Digital Platform or registering a Social Digital Platform Account Name; (iv) any concert, festival, party, production, performance, live show, or other event held, organized, promoted or sponsored by or on behalf of a Licensee or Permitted Sublicensee; (v) merchandise that displays the Licensed Property; and (vi) any other promotion of the Station Business as used as of the Effective Date.

(aa) “Radio Business” has the meaning set forth in the Separation Agreement, as applicable, provided that for the purposes of this Agreement, the “Radio Business” shall include the distribution of Audio Products by Radio Station broadcasts or audio-only technology and audio-only distribution methods now known or later developed during the Term.

(bb) “Radio Entity” means an entity engaged in the business of radio broadcasting in the United States or engaged in the business of audio streaming in the United States, and in either case not engaged in the business of television broadcasting in the United States.

(cc) “Radio Indicator” means any identifier that is used consistently in audio and written forms (and with respect only to a Licensee, for the Licensed Radio Station Call Letters and the Licensed Radio Station Branding as at the Effective Date and shown on Schedule 1) that (i) indicates that a service (and with respect only to a Licensee, a Licensed Service) is being provided by a terrestrial radio station and (ii) includes at least one of the following:

(i) an indication whether the radio station is an AM or FM or HD station, expressed as “AM” or “FM” or “FM-HD2” or “FM-HD3”;

(ii) the terrestrial radio dial location (e.g., “880” or “1060”);.

(iii) to the extent there are no other Relevant Radio Stations using Trademarks as of the Effective Date, the term “Radio;” or

(iv) such other term that Licensors approve in advance in writing (such approval not to be unreasonably withheld) as sufficient to indicate that the Licensed Services are from a terrestrial radio source and would not create a risk of confusion with CBS’ or its Affiliates’ current or anticipated business (e.g. Format such as “Talk Radio”);

(dd) “Radio Station Branding” means the branding for the Licensed Radio Station operated by the Applicable Licensee that is set forth under the “Radio Station Branding” column on Schedule 1;

5

(ee) “Radio Station Call Letters” means the call letters assigned by the Federal Communications Commission to the Licensed Radio Station operated by the Applicable Licensee that are set forth under the “Radio Station Call Letters” column on Schedule 1;

(ff) “Relevant Radio Stations” means the radio stations identified under the “Licensed Radio Station” column on Schedule 1, including any radio stations terminated, assigned or sublicensed under this Agreement, and any stations listed in Schedule 3;

(gg) “Separation Agreement” has the meaning set forth in the Preamble;

(hh) “Social Digital Platform” has the meaning set forth in Section 1.1(z);

(ii) “Social Digital Platform Account Name” means a method of identification or authentication of a user or publisher on a Social Digital Platform, including registering a name, setting up an account name, and/or otherwise establishing a means of identification.

(jj) “Station Business” means, with respect to a Licensed Radio Station, the conduct of the Radio Business of such radio station in its Licensed Market and Format;

(kk) “Term” has the meaning set forth in Section 10.1; and

(ll) “Trademarks” means the registered trademarks that contain WCBS, KCBS, KDKA, WBBM, KYW, WBZ, WCCO, WJZ or WWJ, as listed under the “Trademarks” column set forth on Schedule 1, which registrations may be updated from time to time by Licensors at their sole discretion, together with all unregistered trademarks, service marks, trade names, logos and designs that are incorporated in the Radio Station Call Letters, Radio Station Branding and Domain Names.

2 Grant of Rights

2.1 Subject to the terms and conditions of this Agreement and for no additional royalties or consideration apart from the consideration provided to CBS in connection with the Separation, each Licensor hereby grants to the Applicable Licensee (as set forth on Schedule 1) for the applicable Licensed Radio Station, a limited, non-exclusive (but subject to Section 2.6), non-assignable and non-transferrable (except as set forth in Section 12.7), non-sublicensable (except as set forth in Section 2.5) license in the Licensed Market (except as set forth in Section 2.2) for a period not to exceed the Term applicable to such use to:

(a) use the Trademarks as part of the Radio Station Branding including on terrestrial radio, online, digital and Promotional Use and distribution of the Radio Station broadcasts and simultaneous audio streams of the Radio Station broadcasts on audio-only media, and via audio-only technology and audio-only distribution methods now known or later developed during the Term, in each case solely to the extent used with a Radio Indicator for any audio use and any Permitted Video Use (except that de minimis use of the Trademarks in audio only content without a Radio Indicator (i.e. audio only use of “KYW News coming up on the hour”) is permitted hereunder);

6

(b) use the Trademarks as part of the Radio Station Call Letters solely to the extent used with a Radio Indicator (except that de minimis use of a shortened form of the trademarks “WCBS” and “KCBS” in audio-only content, solely to the extent used with a Radio Indicator but never as primary branding, is permitted hereunder); and

(c) subject to Section 3.6, use the Domain Names;

in each case under the foregoing (a)-(c) solely as used to identify the Station Business consistent with the manner and extent of such use as of the Effective Date (the foregoing collectively referred to herein as the “Licensed Services”); provided that Licensee shall take reasonable efforts to wind-down and cease such licensed use of the Eye Design as soon as practicable after the Effective Date, and the Licensed Property as required in order to meet its obligations under Sections 3.7 and 10.4, and, in any event, no later than the expiration of the applicable Term.

2.2 Licensed Market Uses. Under the license granted pursuant to Section 2.1, the Licensees may use the Licensed Property for the Licensed Services only in the Licensed Market; provided, however, the Parties hereto acknowledge that the Licensees are permitted to use the Licensed Property for terrestrial radio broadcasting, and related online, digital uses and Promotional Use for providing the Licensed Services and the marketing and promotion thereof to users and consumers which are solely directed to the Licensed Market and the Parties acknowledge that such broadcasts and related online, digital uses or Promotional Uses may be accessed or consumed by users or consumers outside the License Market (“Spill-Over Use”), and Licensees are permitted to use the Licensed Property for the Licensed Services directed outside the Licensed Market solely for joint promotions that involve other Licensed Radio Stations (“Multi Market Promotion”). Licensees may not direct use of the Licensed Property to terrestrial radio, online or digital users or consumers outside the Licensed Market, except Spill-Over Use and Multi Market Promotion will not be a breach of Section 2.1 nor this Section 2.2.

2.3 Prohibited Uses of Licensed Property.

The Licensees may use the Licensed Property only in the applicable Format and may not use the Licensed Property for any good or service or in any manner that is: (a) pornographic or reasonably considered by Licensors as offensive; or (b) unlawful or obscene (as determined in accordance with applicable Federal Communications Commission standards). The Parties acknowledge and agree that all uses of the Licensed Property that are consistent with the uses of the Licensed Property by the Radio Business during the one year period prior to the Effective Date are not prohibited by this Section 2.3.

2.4 Further Prohibited Uses of Licensed Property. The Licensees shall not use the Licensed Property to identify audio-visual content including news, sports, weather, traffic reporting or other videos or video services (including, video-on-demand or video streaming, syndication of video content or video streams, or any other distribution of audio-visual content), except (a) in simultaneous video streams or recordings that are created by a Licensee’s placement of camera(s) in a terrestrial radio studio to capture the simultaneous broadcast of audio programming of a Station Business; (b) in musical performances and associated music videos; (c) in audio-visual recordings of interviews streaming from or recorded at speaker series, panel discussions or conferences hosted by a Licensee, a Permitted Sublicensee, or a Licensed

7

Radio Station; and (d) use of promotional video on Social Digital Platforms provided that such video: (i) is less than two (2) minutes, (ii) is promotional of the Radio Business in nature and not a separately marketable video product, and (iii) is not a series or stream of news, traffic, sports or weather reporting including updates; in each case always used with a Radio Indicator (“Permitted Video Use”). To the extent that a Licensee wishes to create and distribute audio-visual content other than Permitted Video Use, the Licensee (i) may not use the Licensed Property or any term confusingly similar thereto in connection therewith and (ii) must develop and use a name to identify the applicable Station Business and other identifiers for such audio-visual content in each case that does not include (in whole or in part) the Licensed Property, the Eye Design or the name and trademark “CBS” or any term that is confusingly similar to any of the foregoing (e.g. for such uses, a Licensee may use a name such as “Newsradio 1060” but not “KYW Newsradio 1060”).

2.5 Permitted Sublicensees. In addition to Section 2.8, a Licensee may not license or authorize any other Person to use the Licensed Property, except that a Licensee may grant limited, non-assignable (including non-assignable in an Acquisition) sublicenses of its rights under Section 2.1 to any Affiliate providing support or services to such Licensee in connection with the applicable Station Business as well as to those third parties who have been granted licenses or sublicenses of the Licensed Property by Licensors or any of their Affiliates in connection with the operation of the Radio Business during the one year period prior to the Effective Date (provided that the sublicense to such third party is for uses substantially similar to those permitted by Licensors and their Affiliates during the one year period prior to the Effective Date), or to any third parties for which such Licensee obtains prior written consent of Licensors (which shall not be unreasonably withheld); provided that (a) such Licensee has sent Licensors written notice with detailed information regarding all proposed uses of the Licensed Property by such third party (including identification of all types of uses and media in connection with which the Licensed Property will be used); and (b) such third parties agree to comply with all terms and conditions hereunder applicable to the Licensees (each a “Permitted Sublicensee”); provided that Licensors may terminate the purported sublicense to use the Licensed Property granted to any purported Permitted Sublicensee at any time if the transfer or assignment of such Licensed Property to such Permitted Sublicensee occurred in violation of the foregoing requirements of this Section 2.5. Notwithstanding the grant of any sublicenses, the Licensees shall remain liable for compliance by such Permitted Sublicensees with all terms and conditions of this Agreement applicable to the Licensees and such terms and conditions shall be deemed to be applicable to each Permitted Sublicensee. For the avoidance of doubt, there is nothing in this Agreement that permits any Licensee’s use of Licensed Property at radio stations other than those listed on Schedule 1.

For the avoidance of doubt, the Licensees may engage manufacturers and service providers to apply the Trademarks to Licensees’ promotional goods of the types and in the manners used prior to the Effective Date, or otherwise use the Trademarks in connection with the advertising or marketing of Licensees’ Licensed Services solely at the direction and on behalf of the Licensee (e.g. t-shirt or banner manufacturer or newspaper carrying an advertisement) without prior consent or approval from Licensor.

2.6 Licensors’ Restrictions. The Licensors agree not to use or license (or cause or induce or permit others to do so) any Licensed Property in connection with the operation of a

8

terrestrial radio network or with any Radio Indicators during the applicable Term for such Licensed Property, unless the right to use the Licensed Property is earlier terminated or assigned or sublicensed to a Divested Station. For the avoidance of doubt, the Licensors’ use or license of (a) the Licensed Property (i) without Radio Indicators , or (ii) with relevant Radio Indicators as listed on Schedule 1 for Radio Stations where a Divested Station is licensed to use the same Trademarks as listed in the Trademarks column in Schedule 1 (e.g. KCBS-FM and WCBS-AM or WCBS Newsradio 880); and (b) the marks “CBS,” “CBS NEWS RADIO” or “CBS RADIO NEWS” (either alone or in combination with other symbols, words, phrases or logos) is not prohibited by the foregoing. The Licensors shall not grant consent to any third party to use any of the Licensed Property as call letters for a radio station, even if its status at the Federal Communications Commission would permit the Licensors to provide such consent except to a Divested Station.

2.7 Licensors’ Reserved Rights. All rights of the Licensors and their Affiliates not expressly granted by the Licensors to the Licensees pursuant to this Agreement are reserved without exception or limitation.

2.8 Licensees’ Acknowledgement Concerning the Licensed Property. Subject to Section 2.6 and the other CBS Brands License Agreements, the Licensees hereby acknowledge and agree that:

(a) No Claims Against CBS. For the avoidance of doubt, CBS and its Affiliates have the right to use and license (and Licensees shall not have any basis to object to or make claims against CBS or its Affiliates for their use or license of):

(i) the Licensed Property;

(ii) the Eye Design, “CBS,” “CBS NEWS RADIO” and “CBS RADIO NEWS”;

in the case of either (i) or (ii), either alone or in combination with other symbols, words, phrases or logos (including the Trademarks in combination with “TV” (e.g., “KYW-TV”) or any other term indicating audio or audio-visual content or other media) for any uses or licenses in connection with any goods and services (including domain names), whether known as of the date of this Agreement or created in the future, including use or license in association with any activities of CBS or its Affiliates’ television station brand names, such as WCBS and KCBS, and related activity and for any audio products or otherwise;

(iii) “CBS RADIO” and “CBS SPORTS RADIO” (which are subject to other CBS Brand License Agreements); or

(iv) any trademarks or domain names associated with Relevant Radio Stations not included under this Agreement.

9

(b) FCC Licenses. The Licensees shall not grant consent to any Person to use any of the Licensed Property as call letters, even if its status at the Federal Communications Commission would permit the Licensees to provide such consent.

(c) Risk of Confusion. The parties shall cooperate at Licensors’ cost (approved by Licensors in advance) with any reasonable requests of Licensors in connection with any Licensed Services that may create a risk of confusion with any current or anticipated business of CBS or any of its Affiliates.

(d) For the avoidance of doubt, except as set forth in Section 2.1, Licensees have no rights hereunder to use the Licensed Property without a Radio Indicator and all use of the Licensed Property hereunder by the Licensees (including any Promotional Use, domain names or other online or digital uses) shall be only in conjunction with a Radio Indicator.

3 Licensees’ Use of the Licensed Property

3.1 Brand Guidelines and Logo Changes.

(a) The Licensees shall use the Trademarks in accordance with the Brand Guidelines as amended by the Licensors from time to time with written notice to the Licensees, shall observe all reasonable directions given by any Licensor as to the representations of the Trademarks, and shall adopt any new visual representation of the Trademarks that may be required from time to time by the Licensors upon reasonable prior written notice to Licensees (each a “Guideline Update”) and shall comply with all applicable Laws and the quality standards set forth in Section 3.3, provided that:

(i) any Guideline Update required by Licensors would not reasonably be expected to effectively prohibit the use of the Trademarks by Licensees;

(ii) if in any given 12 month period, the Guideline Updates for a License Radio Station, individually or in the aggregate, require Licensees to expend material funds or resources to implement, then Licensors may not require any further Guideline Updates for such Licensed Radio Station which Licensees reasonably expects would require, individually or in the aggregate, the expenditure of material funds or resources for the subsequent one year period; and

(iii) Licensee shall have six (6) months from receipt of Licensor’s notification of a Guideline Update to comply with such update, provided that Licensees shall use reasonable efforts to promptly complete all necessary changes. Notwithstanding the foregoing, Licensees shall not be required to implement any Guideline Update with respect to inventory, goods, material or other products existing as of the date Licensees were notified of such Guideline Update.

(b) The Parties anticipate that the Licensees may wish to alter the Radio Station Branding during the Term (in addition to the alterations contemplated by Section 3.7), and Licensees shall obtain Licensor’s prior written approval (not to be unreasonably withheld) before adopting any new visual representation of the Trademarks or to use, reproduce or represent any of the Trademarks in any form or manner that is not already in use in the Station Businesses as of the Effective Date.

10

3.2 Licensors’ Quality Control. The Licensees agree to provide representative samples of any goods, services and materials to or in which the Licensed Property is affixed or incorporated, including marketing and promotional materials, audio recordings of content and all other uses of the Licensed Property by the Licensees (whether written, electronic or recorded in any other medium), as reasonably requested by the Licensors. If at any time a Licensor notifies a Licensee in writing that a deficiency exists in the form, manner or quality of any goods, services or materials to or in which the Licensed Property is affixed or incorporated, the Licensee will use diligent efforts to remedy such deficiency promptly and provide such Licensor with evidence of same.

3.3 Licensees’ Obligations / Quality Control. In using the Licensed Property, each Licensee shall at each Licensed Radio Station:

(a) maintain such quality standards for its business and operations in connection with each Licensed Radio Station that are in place as of the Effective Date, as well as any higher quality standards observed by the applicable Licensor or its Affiliates from time to time which are communicated to Licensees;

(b) not do any act which would reasonably be expected to dilute or materially weaken the strength of the Licensed Property or render the Trademarks generic or invalid (it being understood that uses of the Licensed Property that are consistent with those uses by the Radio Business in the one year period prior to the Effective Date shall not be considered a breach of this Section 3.3(b));

(c) conduct its business and operations in a manner that would not reasonably be expected to have adverse effect on the reputation of Licensors or their goodwill associated with the Licensed Property (it being understood that the conduct of the Radio Business in a manner consistent with how it was conducted during the one year period prior to the Effective Date shall not be considered a breach of this Section 3.3(c));

(d) not perform any act or fail to act in any way that could reasonably be expected to injure, denigrate or otherwise, devalue the Licensed Property, or the goodwill or reputation, of the Licensors or any of the Licensors’ Affiliates (it being understood that actions and inactions consistent with the conduct of the Radio Business during the one year period prior to the Effective Date shall not be considered breaches of this Section 3.3(d)). The Licensees hereby agree that they will use commercially reasonable efforts to ensure that the Licensees’ employees and other personnel (and, for the avoidance of doubt, the employees and other personnel of their Permitted Sublicensees) do not make any offensive remarks, commit any criminal act, or commit any other act which could reasonably be expected to reflect unfavorably upon the Licensed Property or the Licensors or their Affiliates in any material respect; and, in the event of any such conduct, the Licensees will work with the Licensors to promptly minimize any resulting adverse impact on the Licensed Property and to remedy any such conduct (without limiting other remedies available to the Licensors under this Agreement); and

11

(e) not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership of any of the Licensed Property other than the licensed rights conferred by this Agreement.

3.4 Legal Lines. Each Licensee shall where practicable cause a legend in the form set out in Schedule 2 to appear on all marketing and promotional materials on or in connection with which any Trademark that has a registration set forth on Schedule 1 is used, and/or such legends, markings, and notices as the applicable Licensor may reasonably request in order to give appropriate written notice of any trademark, trade name or other rights therein; but failure to use such symbol shall not be deemed a breach of this Agreement that could give rise to termination pursuant to Section 10.2. Licensees agree that upon reasonable request from Licensors to add the aforementioned legend, Licensees will take all reasonable steps necessary to add such legend.

3.5 Domain Name Fees. The Licensees shall be responsible for all fees in connection with the registration of any Domain Names that a Licensor agrees to add to Schedule 1 and renewal of registration of the Domain Names during the applicable Term and the term of redirection set forth in Section 3.6.

3.6 Domain Name Cooperation. Subject to the Licensees’ compliance with the terms and conditions of this Agreement, the Licensors shall cooperate with the Licensees to enable the Domain Names to be directed to the appropriate servers for the websites relating to the Station Business. Furthermore, for a period of eighteen (18) months following the end of the applicable Term, Licensors agree to redirect traffic from the Domain Names to new website addresses designated by Licensees, with an appropriate notice agreed to by the Parties indicating that the applicable web site addresses have changed.

3.7 Phase Out Eye Design. The Licensees shall use all reasonable efforts to reduce their usage of the Eye Design for which a license is granted pursuant to Article 2, including by completing the removal of the Eye Design from all goods, services and materials in the Licensees’ possession or control, such that, within twelve (12) months after the Split-Off, the Licensees will have ceased and discontinued all use of the Eye Design; provided that if Licensees wish to replace any usage of the Eye Design with any new logo incorporating the Licensed Property (other than, for the avoidance of doubt, the Eye Design), Licensees shall propose to Licensors any such new logos no later than six (6) months after the Effective Date, and Licensors shall consider such proposal in good faith. A Licensee is not in breach of this Agreement if it inadvertently makes de minimis uses of the Eye Design in contravention of its obligations, so long as it quickly ceases use once such use is discovered except as otherwise provided in Section 7.24(c) of the Merger Agreement.

3.8 Phase Out Other Licensed Property. The Licensee shall use all reasonable efforts to reduce its usage of the Licensed Property WCBS and KCBS for which a license is granted pursuant to Article 2, including by completing the removal of such Licensed Property from all goods, services and materials in the Licensee’s possession or control, such that, as at the expiration of the applicable Term with respect to the usage of such Licensed Property, the Licensee will have ceased and discontinued all use of such Licensed Property in accordance with Section 10.4, except as otherwise provided in Section 7.24(c) of the Merger Agreement. A Licensee is not in breach of this Agreement if it makes de minimis use of a Licensed Property in contravention of its obligations, so long as it quickly ceases use once it discovers such use, except as otherwise provided in Section 7.24(c) of the Merger Agreement.

12

4 Ownership

4.1 The Licensees acknowledge that nothing contained in this Agreement shall give the Licensees any right, title or interest in or to the Licensed Property or any other intellectual property of Licensors or their Affiliates, or any right to use such Licensed Property or other intellectual property in any territory save as expressly granted by the Licensors in relation to the Licensed Property under Section 2.1. Except for those rights expressly granted under Section 2.1, the Licensees will not directly or indirectly claim any rights in the Licensed Property or apply to register the Licensed Property, “CBS” or the Eye Design or any confusingly similar name or mark whether alone or in combination with any other name or mark or otherwise as copyright, trademark, trade name, domain name in any territory.

4.2 Any goodwill derived by, and any rights acquired by, any Licensee from the use of the Licensed Property or any derivatives thereof shall inure to the sole benefit of the Licensors. At the request and expense of the Licensors, the Licensees shall execute all documents or take all such actions that are reasonably necessary to assign such goodwill and/or rights to the applicable Licensor or otherwise to confirm such Licensor’s ownership of the Licensed Property.

4.3 Subject to the Licensees’ obligations to pay fees related to Domain Name registrations in Section 3.5, the Licensees agree that the Licensors will, at their sole cost and discretion, clear, file, maintain and defend any and all trademark and domain name applications and resulting registrations worldwide for the Licensed Property until the termination of this Agreement. The Licensees further agree to abide by all reasonable trademark clearance, filing and maintenance decisions made by either Licensor in connection and in accordance with this Agreement, to execute any other documents or other materials or provide such assistance as the Licensors may reasonably request in furtherance of the purpose of this Agreement, and to cooperate with the Licensors in connection therewith, as requested. Licensees may request Licensors seek trademark registration of any Licensed Property with a Radio Indicator in the name of a Licensor, and if such Licensor agrees, Licensees must promptly reimburse Licensors’ out of pocket costs and execute any other documents or other materials and provide such assistance as the Licensors request in connection therewith.

4.4 If, in breach of this Agreement, a Licensee registers, or applies to register, any copyright, trademark, trade name, domain name or other designation identical or confusingly similar to the Licensed Property, “CBS” or the Eye Design, it shall immediately, at such Licensee’s cost, transfer the registration or application to the applicable Licensor or, at a Licensor’s request, take all steps necessary to abandon, cancel or withdraw, as requested, such registration or application.

4.5 The Licensees agree that they will not, nor authorize nor permit any other Person to, and they will ensure their Affiliates do not, nor authorize any other Person to, (a) subject to Section 2.5, use or (b) apply to register any copyright, trademark, trade name, domain name or other designation identical or confusingly similar to any of the Licensed Property, “CBS” or the Eye Design or any mark which combines the Licensed Property with any other trademark, trade

13

name or domain name or other designation, unless permitted under another written agreement with Licensors to use a brand related to Licensors’ licensed content (e.g., CBS SPORTS RADIO).

4.6 Nothing under this Agreement gives the Licensees any right to use the Licensed Property in their corporate names or registered business names; but Licensors acknowledges that the Licensees do use the Licensed Property in unregistered “d/b/a” names that include Radio Indicators (e.g., WCBS(AM) does business under the unregistered name “WCBS(AM)” or “WCBS Newsradio 880”), which use shall not be considered a breach of this Agreement.

5 Licensors’ Obligations

Notwithstanding anything to the contrary in this Agreement, during the applicable Term, subject to Section 3.5, Licensors shall be required to maintain all registrations set forth in Schedule 1 for the Trademarks and all registrations for the Domain Names set forth in Schedule 1 in a manner that will permit Licensees to use the Trademarks and Domain Names as set forth in this Agreement.

6 Warranties

6.1 Each Party hereto warrants and represents to the other Party that it has the full right, power and authority to execute and perform its obligations under this Agreement.

6.2 Each Licensor warrants and represents to the Licensees that:

(a) it holds all such rights and interest in the Licensed Property as are required to permit such Licensor to enter into this Agreement; and

(b) to the knowledge of Licensor’s trademark counsel as of the Effective Date, the Licensees’ use of the Licensed Property in accordance with the terms and conditions of this Agreement does not and will not infringe or violate any other Person’s intellectual property rights; and

(c) there are no pending claims, judgments or unpaid settlements against such Licensor or any of its Affiliates relating to the Licensed Property which, if adversely determined, would have a material adverse effect on such Licensor’s ability to license the Licensed Property or interfere in any material respect with Licensees’ use of the Licensed Property during the applicable Term as set forth in this Agreement.

7 Taxes

[Intentionally Left Blank]

8 Further Assurances

Each Party shall, at the cost and the request of the requesting Party and at any time, execute such documents and perform such acts as a Party may reasonably require for the purpose of giving effect to this Agreement.

14

9 Infringement

9.1 Each Licensee shall, as soon as it becomes aware thereof, give the Licensors full particulars, in writing, of any actual or threatened conduct of any Person which amounts or might amount either to: (a) infringement or unlicensed use of; (b) passing-off or unfair competition in relation to; or (c) breach of any analogous or comparable right of the Licensors’ rights in relation to, “CBS”, the Eye Design or the Licensed Property.

9.2 If any Licensee becomes aware of any allegation that “CBS”, the Eye Design or the Licensed Property is invalid or that use thereof infringes any rights of the Licensors or that “CBS”, the Eye Design or the Licensed Property may be susceptible to challenge, such Licensee promptly shall provide the Licensors with the particulars thereof.

9.3 The Licensors may in their sole discretion commence or prosecute any claims or suits to protect their rights hereunder, and the Licensees agree to cooperate fully with the Licensors, at the Licensors’ reasonable expense; provided that Licensors shall consider in good faith any request by Licensees to assert Licensors’ rights in the Licensed Property that Licensees reasonably believe are adversely impacting Licensees’ rights hereunder.

10 Term and Termination

10.1 Term. Except as otherwise set forth in Section 10.2, this Agreement shall begin on the Effective Date and be in effect:

(a) (x) until 20 years after the Effective Date with respect to the license to use the WCBS and KCBS Licensed Property for all uses including as and to the extent used as Trademarks and in the Radio Station Call Letters, Radio Station Branding and Domain Names; and (y) perpetually with respect to the license to use the KDKA, WBBM, KYW, WBZ, WCCO, WJZ and WWJ Licensed Property for all uses including as and to the extent used as Trademarks and in the Radio Station Call Letters, Radio Station Branding and Domain Names (the applicable term that applies with respect to each such license set forth in this clause (a), the “Term”); and

(b) in its entirety until the expiration of the Terms of all of the Licensed Properties (the “Full Term”).

10.2 Termination.

(a) This Agreement may terminate in full before the expiration of the Full Term under any of the following circumstances:

(i) automatically, without the requirement of written notice by either Party, in the event of an Insolvency of Radio;

(ii) automatically, as to a Licensee, Permitted Sublicensee or Licensed Radio Station and without the requirement of written notice by any Party, in the event of an Insolvency of such Licensee, Permitted Sublicensee or Licensed Radio Station;

15

(iii) automatically, as to a particular Licensed Radio Station and the applicable Licensed Property as listed in Schedule 1, if any Licensee ceases using such Licensed Property for Licensed Services;

(iv) automatically, as to a Licensee if an Acquisition of such Licensee occurs and the Licensors have not given prior written consent (not to be unreasonably withheld);

(v) by either Party (“Non-Defaulting Party”), upon written notice to the other Party, if the other Party or, where the Licensees are the other Party, any Permitted Sublicensee (the “Defaulting Party”) fails to comply with any of its material obligations pursuant to this Agreement and does not within 15 days of receipt of written notice from the Non-Defaulting Party specifying the failure, for any such failure either: (x) remedy such failure (if capable of being remedied) or (y) if the failure is not capable of being remedied, agree with the Non-Defaulting Party upon a plan to mitigate the impact of such failure and to prevent such failure from occurring in the future;

(vi) by either Party immediately on written notice to the other Party on the third (3rd) or any subsequent failure to comply with a material obligation of this Agreement by the other Party or, where the Licensees are the other Party, by any Permitted Sublicensee, provided that the non-breaching Party has provided written notice to the breaching Party on two prior occasions of breach and, upon each such prior notice, provided the breaching party with a 15 calendar day opportunity to cure such failure to comply with such material obligation or obligations; or

(vii) by the Licensors immediately on written notice to the Licensees, if any Licensee or Permitted Sublicensee, alone or with others, seeks a declaration or other order from a Governmental Authority that any of Licensors’ or their Affiliates’ rights in or to any Licensed Property, or any registration thereof, is invalid or otherwise attacks the validity of the foregoing.

(b) This Agreement shall terminate, upon written notice delivered by the Licensors to the Licensees, if there is a purported unauthorized assignment or transfer in violation of Section 12.7; provided that the Licensees shall have 15 calendar days from the latest delivery of such notice of breach to cure such purported unauthorized assignment or transfer.

(c) If any Licensee changes Format of the main analogue station (HD-1) in connection with any Licensed Radio Station, without any further action required by any Party, all rights granted under this Agreement shall immediately terminate with respect to such Licensed Radio Station, and such Licensee will (i) prior to such Format change, obtain new call letters that are not confusingly similar to the Licensed Property and do not include in whole or in substantial part any Licensed Property, and (ii) cease use of all relevant Licensed Property upon such Format change.

10.3 Acquisitions and Format Changes and Cessation of Use. Licensees shall provide Licensors written notice (a) immediately upon reaching agreement, or where confidentiality obligations apply, immediately upon public announcement of reaching agreement, with any

16

Person for any Acquisition of any Licensee, Permitted Sublicensee or any Licensed Radio Station, (b) as soon as practicable after any Format change of any Licensed Radio Station as set forth in Section 10.2(c), or (c) immediately upon any Licensee substantially ceasing use of the Licensed Property for Licensed Services as set forth in Section 10.2(a)(i).

10.4 Survival. Upon any expiration or termination of this Agreement in its entirety, as expressly set forth in this Section 10.4 of this Agreement, all rights to use any Licensed Property granted pursuant to this Agreement to all Licensees and Permitted Sublicensees shall immediately cease and each Licensee and Permitted Sublicensee shall take all necessary steps to cease use of the Licensed Property in all ways, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements. Upon any expiration or termination of this Agreement, as expressly set forth in this Section 10.4 of this Agreement, as to any Licensee, Permitted Sublicensee or Licensed Radio Station, all rights to use any Licensed Property granted pursuant to this Agreement to such Licensee, Permitted Sublicensee or to the Applicable Licensee with respect to such Licensed Radio Station shall immediately cease and such Licensee, Permitted Sublicensee or Applicable Licensee shall take all necessary steps to cease use of the Licensed Property or the Licensed Property with respect to such Licensed Radio Station, as applicable, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements. The foregoing obligations to cease use include, in each case, the following, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements:

(a) change all of their station names to names that do not include the Trademarks, “CBS” or any term confusingly similar or any term that implies association with the Licensors or their Affiliates;

(b) cease the use of all Domain Names;

(c) cease use of the Licensed Property in all Promotional Uses;

(d) remove or obliterate all signage that displays the Licensed Property; and

(e) at a Licensor’s written request, destroy all marketing, promotional or other materials bearing the Licensed Property for which a license is granted pursuant to this Agreement; and

(f) (i) cease use of and relinquish to the Federal Communications Commission all call letters assigned by the Federal Communications Commission, (ii) not seek to use any call letters and (iii) to the extent possible prior to such termination obtain new call letters, in each case of (i) through (iii) solely to the extent such call letters include in whole or in substantial part any Licensed Property or any term confusingly similar or any term that implies association with CBS or its Affiliates and (iv) not obtain new call letters that are confusingly similar to the relinquished call letters.

17

10.5 Obligations to cease use of KCBS/WCBS. If any Licensee’s obligations to cease use in accordance with Section 10.2(a)(v) or (vi) are in connection with:

(a) the Licensed Property KCBS, then all Licensees must cease all uses of both KCBS and WCBS; and

(b) the Licensed Property WCBS, then all Licensees must cease all uses of both WCBS and KCBS.

10.6 Wind Down. With respect to any termination under Section 10.2(a)(iii) or (iv), the applicable Licensees and Permitted Sublicensees will be given thirty (30) days following any such termination to wind down their use of the applicable terminated Licensed Property.

10.7 Survival. Notwithstanding anything herein to the contrary, Articles 4, 7, 8 and 11-12, Sections 3.7, and Section 10.4 shall survive any expiration or termination of this Agreement and shall remain in full force and effect.

11 Indemnification

11.1 The Licensors agree to indemnify and hold harmless Licensees and their past, present or future Subsidiaries and Affiliates and Permitted Licensees and any of their past, present or future Representatives, heirs, executors and any of their permitted successors and assigns (“Licensee Indemnified Parties”) against any and all payments, losses, liabilities, damages, claims, and expenses (including attorney’s fees and expenses incurred in good faith) and costs whatsoever (“Losses”), as incurred, arising out of or relating to (a) any third-party claim of infringement, dilution or unfair competition arising from the use of the Licensed Property as described herein to the extent that Licensees’ use of the Licensed Property is in compliance with the terms of this Agreement; (b) any violation by the Licensors of applicable laws; and (c) any violation or breach of this Agreement by the Licensors. In the event of any such Losses involving an allegation of trademark infringement, the Licensees shall take all actions requested by the Licensors in order to mitigate any damages and other costs in connection therewith, including ceasing or modifying use of any Licensed Property.

11.2 The Licensees agree to indemnify and hold harmless Licensors and their past, present or future Subsidiaries and Affiliates and any of their past, present or future Representatives, heirs, executors and any of their permitted successors and assigns (“Licensor Indemnified Parties”) against any and all Losses, as incurred, arising out of or relating to (a) all claims with respect to the use of the Licensed Property (including use by or on behalf of any Permitted Sublicensee) except third party claims of infringement, dilution or unfair competition as set forth in Section 11.1(a) above; (b) any violation by a Licensee or any Permitted Sublicensee of applicable laws; and (c) any violation or breach of this Agreement by a Licensee or any Permitted Sublicensee.

11.3 The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under this Agreement.

12 General

12.1 No Agency. Nothing in this Agreement shall be deemed to create any joint venture, partnership or principal agent relationship between the Licensees and the Licensors or any of their Affiliates and no Party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other or its Affiliates.

18

12.2 Entire Agreement. This Agreement, the Separation Agreement and the Merger Agreement constitute the entire agreement between CBS and/or the Licensors, on the one hand, and the Licensees, on the other hand, with respect to the Licensed Property, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between CBS and/or the Licensors, on the one hand, and the Licensees, on the other hand other than those set forth or referred to herein or therein.

12.3 Amendments. No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by the Licensors and the Licensees.

12.4 Dispute Resolution. Any Agreement Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Agreement Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

12.5 Liability. Except in connection with breaches of Section 12.6 or a Party’s indemnification obligations under Article 11, no Party shall be liable in contract, tort (including negligence) or otherwise arising out of or in connection with this Agreement for any special, punitive, indirect or consequential loss or damage including any economic loss (including loss of revenues, profits, contracts, business or anticipated savings); in any case, whether or not such losses were within the contemplation of the Parties at the date of this Agreement.

12.6 Confidentiality. Each Party shall keep confidential the terms and conditions of this Agreement and all information concerning the business of the other Party exchanged in the course of negotiating the same or pursuant to the terms hereof and shall not divulge the same to any third parties (other than to their respective professional advisers), provided that the foregoing shall not apply to information (a) already in the public domain at the time the information is disclosed other than as a result of disclosure in violation of any confidentiality obligation or agreement, (b) required by law to be disclosed in any document to be filed with any Governmental Authority, (c) required to be disclosed by court or administrative order or under laws, rules and regulations applicable to such Party or its respective Affiliates (including securities laws, rules and regulations), as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of such Party or its respective Affiliates may be listed for trading, (d) disclosed by Licensor for the purpose of maintaining or enforcing its rights under this Agreement or to any of the Licensed Property, or (e) disclosed with the prior written approval of the other Party.

12.7 Assignability.

(a) This Agreement shall not be assigned or transferred by any Licensee in whole or in part, including by operation of Law, without the prior written consent of the

19

Licensors, which consent will not be unreasonably withheld; provided that in the event of any permitted assignment or transfer by a Licensee in accordance with the foregoing, the Licensees shall provide a guarantee to the Licensors (in a form reasonably agreed upon) for any liability or obligation of the assignee or transferee under this Agreement and the assignee or transferee shall agree in a written agreement with Licensors to assume all of the obligations under this Agreement relating to the relevant Licensee(s) or Licensed Radio Station(s) that are the subject of such assignment or transfer; provided, further, that Licensees shall update Schedule 1 to disclose any permitted assignment or transfer pursuant to the requirements in Section 1.1(o).

(b) Notwithstanding the foregoing, this Agreement may be assigned or transferred by any Licensee in whole or in part upon prior written notice to the Licensors to (i) a Radio Entity (other than Entercom or a Subsidiary of Entercom) solely with respect to rights to use the Licensed Property other than Licensed Property that is or includes WCBS or KCBS; provided, that in the event of any such permitted assignment or transfer by a Licensee, the assignee or transferee shall agree in a written agreement with Licensors to assume all of the obligations under this Agreement relating to the relevant Licensee(s) or Licensed Radio Station(s) that are the subject of such assignment or transfer and the assigning party shall be relieved of its obligations hereunder and no longer deemed a “Licensee” for the purposes of this Agreement; or (ii) Entercom or a Subsidiary of Entercom so long as Entercom and its Subsidiaries or any of their respective parents or Affiliates are not engaged in the business of television broadcasting in the United States; provided, that any such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided, further, in each case, Licensees shall update Schedule 1 to disclose the removal of, or permitted assignment or transfer to, a Licensed Radio Station or Licensee, which update shall be delivered concurrent with Licensees notice to Licensors of such assignment or transfer.

(c) Any purported assignment or transfer in violation of this Section 12.7 shall be null and void and of no effect.

(d) Subject to the foregoing Sections (a) and (b), this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their permitted successors and assigns. For the purposes of this Agreement, a “successor” shall include any entity that is a legal successor to any Party as a result of a sale or acquisition of such Party, whether by merger, consolidation, sale of all or substantially all of such Party’s assets.

12.8 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following addresses (or at such other address for a Party as shall be specified in a written notice given in accordance with this Section 12.8):

20

(a) if to Licensor:

CBS Corporation

51 West 52^nd Street

New York, New York 10019

Attn: Chief Legal Officer and Trademarks Counsel

Fax:     212-975-4215

and to:

CBS Broadcasting Inc.

Attn: Chief Legal Officer and Trademarks Counsel

51 West 52^nd Street

New York, New York, 10019

Fax:  212-975-4215

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Fax:                 (212) 403-2000

Attention:        David E. Shapiro, Esq.

                         Marshall P. Shaffer, Esq.

(b) if to Licensee or a Permitted Sublicensee:

CBS Radio Inc.

1271 Avenue of the Americas, Fl. 44

New York, NY 10020

Attn:   General Counsel

Fax:    212-246-3657

Entercom Communications Corp.

401 E. City Avenue, Suite 809

Bala Cynwyd, PA 19004

Fax:                 (610) 660-5662

Attention:        Andrew P. Sutor, IV,

                         Senior Vice President and General Counsel

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 N. Wabash Ave., Suite 2800

Chicago, IL 60611

Fax:                 (312) 993-9767

Attention:        Mark D. Gerstein

                         Zachary A. Judd

21

12.9 Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Party entitled to enforce such term (each such entity, a “Waiving Entity”), but such waiver shall be effective only if it is in writing signed by a duly authorized officer of the Waiving Entity against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement, nor shall any single or partial exercise of any right or privilege preclude any other or future exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by any Party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the entity against whom the existence of such waiver is asserted. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

12.10 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either the Licensors or the Licensees. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Licensors and the Licensees shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Licensors and the Licensees as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

12.11 No Third-Party Beneficiaries. Except to the extent that this Agreement shall benefit Entercom, as set forth explicitly herein, and to the extent of any indemnification of any Licensee Indemnified Parties and Licensor Indemnified Parties, as set forth in Section 11, this Agreement is for the sole benefit of the Licensors and the Licensee and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

12.12 Counterparts. This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

12.13 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context

22

requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Licensors and the Licensees and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (i) a reference to any Person includes such Person’s permitted successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; and (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. Any action, determination or approval of or required by the Licensors under this Agreement shall be understood to be at the Licensors’ sole discretion unless expressly stated otherwise hereunder.

12.14 Parties in Interest. This Agreement is binding upon and is for the benefit of the Parties and, as set forth in Section 12.7, their respective permitted successors and permitted assigns.

12.15 Jurisdiction

(a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties.

(b) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ADMINISTRATION THEREOF. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow.]

23

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS BROADCASTING INC. (Licensor of WCBS, KCBS, KDKA, WBBM, WCCO, WJZ, KYW and WWJ)

Signature: /s/ Joseph R. Ianniello

Name: Joseph R. Ianniello

Title: Executive Vice President

Date: November 16, 2017

CBS MASS MEDIA CORPORATION (Licensor of KYW)

Signature: /s/ Joseph R. Ianniello

Name: Joseph R. Ianniello

Title: Executive Vice President

Date: November 16, 2017

[Signature Page to License Agreement #2 (CBS TV Stations Brands]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS RADIO INC., as Brand Licensee and Operator of Licensed Radio Stations (WCBS-AM, WCBS-AM HD1WXYT-FM for simulcast of WWJ-AM, WCBS-FM, KCBS-AM, KCBS-AM HD1, KCBS-AM HD2, KCBS-AM HD3, KCBS-FM, KCBS-FM HD1, KCBS-FM HD2, KCBS-FM, HD3 KFRC-FM for simulcast of KCBS, KFRC-FM HD1 for simulcast of KCBS, WWJ-AM, WWJ-AM HD1)

Signature: /s/ Jo Ann Haller

Name: Jo Ann Haller

Title: SVP and General Counsel

Date: November 16, 2017

[Signature Page to License Agreement #2 (CBS TV Stations Brands]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS RADIO EAST INC., as Brand Licensee and Operator of Licensed Radio Stations (KDKA-AM, KDKA-AM HD1, KDKA-AM HD2, WBBM-AM, WBBM-AM HD1, WBBM-FM, WBBM-FM HD2, WCBS-AM, WCBS-FM, WCBS-FM HD1,WCBS-FM HD2, WCBS-FM HD3, KYW- AM KYW-AM HD1, KYW-AM HD2), WIP-FM HD2 for simulcast of KYW-AM and Call Letters Licensee of (WCBS-AM, WCBS-AM HD1, WCBS-FM, KCBS-FM, KCBS-FM HD1, KCBS-FM HD2, KCBS- AM, KDKA-FM, WBBM-AM, WBBM-AM HD1, WBBM-FM, WBBM-FM HD 1, WBBM FM HD2, KYW-AM, KYW-AM HD1, WWJ-AM, WWJ-AM HD1, WWJ-AM HD2, WBZ-AM)

Signature: /s/ Jo Ann Haller

Name: Jo Ann Haller

Title: SVP and General Counsel

Date: November 16, 2017

[Signature Page to License Agreement #2 (CBS TV Stations Brands]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS RADlO STATIONS INC., as Brand Licensee and Operator of Licensed Radio Stations and call letter licensee (WJZ-FM, WJZ-FM HD1, WJZ-FM HD2, WJZ-FM HD3, WBZ-FM, WBZ-FM HD2)and call letter licensee (KDKA-FM, KDKA-FM HD1, KDKA-FM HD2, KDKA-FM HD3, WBZ-FM, WBZ-FM HD2)

Signature: /s/ Jo Ann Haller

Name: Jo Ann Haller

Title: SVP and General Counsel

Date: November 16, 2017

[Signature Page to License Agreement #2 (CBS TV Stations Brands)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS RADIO MEDIA CORPORATION, as Brand Licensee and Operator of WCCO-AM and KMNB-FM for simulcast of WCCO-AM and call letter licensee for (WCCO-AM)

Signature: /s/ Jo Ann Haller

Name: Jo Ann Haller

Title: SVP and General Counsel

Date: November 16, 2017

CBS RADIO EAST HOLDINGS CORPORATION, as Brand Licensee and Operator of WBZ-AM.

Signature: /s/ Jo Ann Haller

Name: Jo Ann Haller

Title: SVP and General Counsel

Date: November 16, 2017

CBS RADIO WLIF-AM INC., as call letter licensee for (WJZ-AM, WJZ-AM HD1)

Signature: /s/ Jo Ann Haller

Name: Jo Ann Haller

Title: SVP and General Counsel

Date: November 16, 2017

CBS RADIO HOLDINGS CORP of Orlando as Brand Licensee and Operator of Licensed Radio Station WCFS-FM, WCBS-FM HD1 for simulcasting WBBM-FM)

Signature:	/s/ Jo Ann Haller
Name: Jo Ann Haller
Title: SVP and General Counsel
Date: November 16, 2017

EX-2.6

Exhibit 2.6

EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT (CBS SPORTS RADIO BRAND)

BY AND BETWEEN

CBS BROADCASTING INC.,

CSTV NETWORKS, INC. d/b/a CBS SPORTS NETWORK,

AND

CBS RADIO INC., AND

CBS SPORTS RADIO NETWORK INC.

DATED AS OF NOVEMBER 16, 2017

LICENSE AGREEMENT (CBS SPORTS RADIO BRAND)

This TRADEMARK LICENSE AGREEMENT (CBS SPORTS RADIO BRAND) (this “Agreement”), dated as of November 16, 2017 (the “Effective Date”), is by and between CBS Broadcasting Inc., a New York corporation (the “Licensor”), and CSTV Networks, Inc. d/b/a CBS Sports Network (“CBSSN”), one the one hand, and CBS Sports Radio Network Inc., a Delaware corporation (“CBSRN”), and CBS Radio Inc., a Delaware corporation (“Radio” and collectively with CBSRN, and Radio’s wholly-owned direct and indirect Subsidiaries identified in Schedule 2, the “Licensees”), on the other hand. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in the Master Separation Agreement, dated as of February 2, 2017, by and between CBS Corporation, a Delaware corporation (“CBS”) and Radio (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

RECITALS

WHEREAS, prior to the Separation (as defined below), Licensor was engaged in the Radio Business and Radio was a wholly owned subsidiary of Licensor;

WHEREAS, pursuant to the Merger Agreement, Entercom Communications Corp. (“Entercom”), a Pennsylvania corporation, has agreed to acquire the Radio Business and in order to facilitate the transactions contemplated thereby, the Parties have agreed to separate the Radio Business from the other businesses of CBS, on the terms and conditions set forth in the Separation Agreement and the Merger Agreement (the “Separation”);

WHEREAS, in furtherance of the transactions contemplated in the Separation Agreement and Merger Agreement, the Parties desire that Licensor grant Licensee a license to use certain of its assets for a certain period; and

WHEREAS, the Merger Agreement requires execution and delivery of this Agreement by Licensor and Licensee on the Distribution Date.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereto agree as follows:

1 Definitions and Interpretations

1.1 In this Agreement, the following terms shall have the following meanings assigned to them:

(a) “Acquisition” means, except for any transaction contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement, with respect to each of CBSRN and Entercom, (i) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than 30% of the total voting power of CBSRN or Entercom, as applicable; (ii) a merger, consolidation, recapitalization or

1

reorganization of CBSRN or Entercom, as applicable, unless securities representing more than 70% of the total voting power of the legal successor to CBSRN or Entercom, as applicable, as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned outstanding voting securities of CBSRN or Entercom, as applicable, immediately prior to such transaction; or (iii) the sale of all or substantially all of the consolidated assets of the CBSRN or the Entercom Group, as applicable;

(b) “Agreement” has the meaning set forth in the Preamble;

(c) “Applicable Licensee” means (i) with respect to the license under Sections 2.1(a), 2.1(c) and 2.1(d) to CBSRN and its Permitted Sublicensees and (ii) with respect to the license under Section 2.1(b) to a Licensed Radio Station, and their the Permitted Sublicensees, listed under “Radio Station Licensee” as set forth on Schedule 2 for such Licensed Radio Station, as such Schedule may be updated from time to time by Licensee pursuant to Section 2.2(b)(ii) .

(d) “Brand Guidelines” means the brand guidelines attached at Schedule 3, as may be updated from time to time by Licensor on reasonable prior written notice to Licensees;

(e) “CBS” has the meaning set forth in the Preamble;

(f) “CBS Sports Network” means CSTV Networks, Inc. d/b/a CBS Sports Network and its video programming service currently known as “CBS Sports Network.”

(g) “Defaulting Party” has the meaning set forth in Section 10.2(a)(iv);

(h) “Divested Station” means a radio station previously or currently owned by Licensor or an affiliate of Licensor in the Radio Business, which is being sold or otherwise transferred, or is planned to be sold or otherwise transferred, in connection with the consummation of the transactions contemplated by the Separation Agreement and Merger Agreement.

(i) “Domain Names” means (i) the “radio.cbssports.com” domain name, (ii) the domain names listed on Schedule 1, and (iii) the domain names listed under the “Domain Names” column set forth on Schedule 2 (or as may be deemed added to that schedule by written agreement of the Parties hereto);

(j) “Effective Date” has the meaning set forth in the Preamble;

(k) “Eye Design” means the trademark ;

(l) “Format” means, with respect to each Licensed Radio Station, the format for such Licensed Radio Station that is set forth under the “Format” column on Schedule 2;

(m) “Initial Term” has the meaning set forth in Section 10.1;

2

(n) “Insolvency” means the earlier of any of the following with regard to any entity, as specified herein: (i) a voluntary or involuntary proceeding or petition is commenced or filed seeking relief under any federal, state or foreign bankruptcy, insolvency, receivership or other law providing relief for debtors; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official or any petition for or acquiescence in the appointment thereof; (iii) winding-up or liquidation or other cessation of operations, or suspension of all or a substantial part of its business, or (iv) a general assignment for the benefit of creditors or inability, admitting in writing its inability or failing generally to pay its debts as they become due or the occurrence of any event which accelerates or permits acceleration of the maturity of any of its debts;

(o) “Licensee Sports Programming” means (i) all sports audio content carried by CBSRN on its national audio programming network including sports audio content carried by CBSRN and also carried by CBS Sports Network on its video programming services as of the Effective Date, (ii) other sports audio content produced by CBSRN, of at least the same quality as the Licensor Sports Network Content and approved by Licensor for distribution as CBS Sports Network Programming, (iii) short promotional clips of any of the foregoing provided that such clips are used consistently with the limitations associated with the clip guidelines issued by CBSSN.

(p) “Licensee Sports Programming Business” means the business of CBSRN packaging Licensor Sports Content and Licensor Sports Network Content and Licensee Sports Programming and licensing it under the Licensed Property for distribution or syndication by itself or by Permitted Programming Sublicensees.

(q) “Licensee Sports Video Programming” means simultaneous video streams or recordings that are created by the placement of camera(s) to capture the simultaneous Telecast of Licensee Sports Programming.

(r) “Licensor Sports Content” means all sports audio content produced by Licensor as CBSSN and provided by Licensor to Licensees for use in the Licensee Sports Programming Business.

(s) “Licensor Sports Network Content” means all sports audio content produced by Licensor’s subsidiaries as CBS Sports Network and provided by Licensor to Licensees for use in the Licensee Sports Programming Business.

(t) “Licensed Market” means, with respect to each Licensed Radio Station, the designated marketing area (“DMA”) as established by Nielsen as of the Effective Date for such Licensed Radio Station as identified under the “Location” column on Schedule 2 (and as may be updated by Nielsen from time to time);

(u) “Licensed Property” means the: (i) the Trademarks (including as used in “CBS SPORTS RADIO NETWORK”, “CBS SPORTS MINUTE” and “CBS SPORTS RADIO WEEKEND”) consistent with the manner and to extent used in the Licensee Sports Programming Business as of the Effective Date; (ii) the “radio.cbssports.com” domain name and the other Domain Names; and (ii) any logo created by Licensees incorporating the names “CBS

3

SPORTS RADIO”, “CBS SPORTS RADIO NETWORK”, “CBS SPORTS MINUTE” or “CBS SPORTS RADIO WEEKEND” and approved in advance in writing by Licensor for use in connection with the Licensee Sports Programming Business. For the avoidance of doubt, “Licensed Property” excludes “CBS RADIO” (which is subject to another CBS Brands License Agreement);

(v) “Licensed Radio Station” means the radio stations identified under the “Radio Station” column on Schedule 2, as CBSRN or Radio will update and deliver to Licensor promptly in connection with changes in Licensed Radio Stations and Licenses made under Section 12.7(b), that are not otherwise terminated pursuant to Section 10.2;

(w) “Licensed Services” has the meaning set forth in Section 2.1;

(x) “Licensees” has the meaning set forth in the Preamble;

(y) “Licensee Indemnified Parties” has the meaning set forth in Section 11.1;

(z) “Licensor” has the meaning set forth in the Preamble;

(aa) “Licensor Indemnified Parties” has the meaning set forth in Section 11.2;

(bb) “Non-Defaulting Party” has the meaning set forth in Section 10.2(a)(iv);

(cc) “Party” means either Licensor and CBSSN, on the one hand, or Licensees, on the other hand, and “Parties” means collectively Licensor, CBSSN and Licensees;

(dd) “Permitted Sublicensee” has the meaning set forth in Section 2.5; provided that a Permitted Sublicensee shall no longer be deemed to be a Permitted Sublicensee hereunder if it is terminated pursuant to Section 10.2 and shall no longer be deemed to be a Permitted Sublicensee hereunder with respect to a license under Section 2.1(b) as to a particular Licensed Radio Station if such Licensed Radio Station is terminated pursuant to Section 10.2;

(ee) “Permitted Video Use” has the meaning set forth in Section 2.4;

(ff) “Promotional Use” means, subject to the Permitted Video Uses as set forth in Section 2.4, promotion internally facing to Licensees’ employees or Affiliates and promotion externally facing to the public of the Licensee Sports Programming Business or a Station Business, as the case may be, in each case to the extent used as of the Effective Date, including: (i) any such use on any Licensed Radio Station (both analog and digital signal); (ii) any such use on any current or future online or digital platform (including a platform or audio application whether owned or operated by CBS or its Affiliates or a third party) which permits promotion of brands, promotional content (including user generated content), or services to the general public or a group of users or consumers, including YouTube, Twitter, Facebook, Snapchat and Instagram (the foregoing platforms and other similar platforms, “Social Digital Platforms”); (iii) all forms of promotions of the Licensee Sports Programming Business or a Station Business, as the case may be, by or on behalf of a Licensee or Permitted Sublicensee, including joint promotions, promotion on a Social Digital Platform or registering a Social Digital Platform

4

Account Name; (iv) any concert, festival, party, production, performance, live show, or other event held, organized, promoted or sponsored by or on behalf of a Licensee or a Permitted Sublicensee; (v) merchandise that displays the Licensed Property; and (vi) any other promotion of the Licensed Radio Stations as used as of the Effective Date, provided that all of the above uses are subject to the Brand Guidelines;

(gg) “Radio Business” has the meaning set forth in the Separation Agreement, as applicable, provided that for the purposes of this Agreement, the “Radio Business” shall include the distribution of Audio Products by Radio Station broadcasts or audio-only technology and audio-only distribution methods now known or later developed during the Term.

(hh) “Radio Indicator” means any identifier that is used consistently in audio and written forms that (i) indicates that a Licensed Service being provided by a terrestrial radio station or (ii) includes at least one of the following:

(i) an indication whether the radio station is an AM or FM station, expressed as “AM” or “FM”;

(ii) the terrestrial radio dial location (e.g., “880” or “1060”);

(iii) the term “Radio;” or

(iv) such other term that Licensor approves in advance in writing (such approval not to be unreasonably withheld, conditioned or delayed) as sufficient to indicate that the Licensed Services are from a terrestrial radio source and would not create a risk of confusion with CBS’ or its Affiliates’ current or anticipated business;

(ii) “Radio Station Branding” means the branding for the Licensed Radio Station operated by the Applicable Licensee that is set forth under the “Radio Station Branding” column on Schedule 2;

(jj) “Renewal Term” has the meaning set forth in Section 10.1;

(kk) “Separation Agreement” has the meaning set forth in the Preamble;

(ll) “Social Digital Platform” has the meaning set forth in Section 1.1(ee);

(mm) “Social Digital Platform Account Name” means a method of identification or authentication of a user or publisher on a Social Digital Platform, including registering a name, setting up an account name, and/or otherwise establishing a means of identification;

(nn) “Station Business” means, with respect to “Licensed Radio Station” column set forth on Schedule 2, the conduct of the Radio Business of such radio station in its Licensed Market and Format;

(oo) “Telecast” means any and all media, technology, and distribution methods, including over any form of television, interactive, and online media (whether currently existing or hereafter developed), including over-the-air and any type of satellite or cable television or

5

comparable technology whether by CATV (community antenna television), MDS (multipoint distribution systems), MMDS (multichannel multipoint distribution systems), DBS (direct broadcast satellite), STV (subscription television), TVRO (television receive-only), SMATV (single master antenna television), VOD (Video on Demand), SVOD (subscription video on demand) and/or VDT (Video Dial Tone), as well as Internet and broadband, including both audio and audiovisual rights.

(pp) “Term” has the meaning set forth in Section 10.1; and

(qq) “Trademarks” means (i) the registered trademarks listed in Schedule 1 and (ii) the registered trademarks listed in Schedule 2, which registrations may be updated from time to time by the Licensor at its sole discretion, in each case, together with all unregistered trademarks, service marks, trade names, logos and designs that are incorporated in the Radio Station Branding and Domain Names.

2 Grant of Rights

2.1 Subject to the terms and conditions of this Agreement and for no additional royalties or consideration apart from the consideration provided to CBS in connection with the Separation, the Licensor hereby grants to the Applicable Licensees a limited, non-exclusive (but subject to Section 2.6), non-assignable, non-transferrable (except as set forth in Section 12.7), and non-sublicensable (except as set forth in Section 2.5) license for a period not to exceed the applicable Term:

(a) (i) to use the Trademarks and Domain Names on Schedule 1 for the Licensee Sports Programming Business and its marketing and Promotional Use, subject to Section 2.1(d), in the United States and Canada; and (ii) to use solely as approved by Licensor or CBSSN, the Licensee Sports Video Programming. Licensees may only use the Trademarks for sports video programs that they provide to Licensor or CBS Sports Network and Licensee’s video use is subject to any clip guidelines and any other guidelines issued by CBSSN or Licensor; in each case solely to the extent used with a Radio Indicator to identify the Licensee Sports Programming Business consistent with the manner and extent of such use as of the Effective Date;

(b) to use (i) Trademarks as part of the Radio Station Branding for the applicable Licensed Radio Station in the applicable Licensed Market and for the applicable Format and (ii) to use the Domain Names, in each case solely to the extent used with a Radio Indicator to identify a Station Business consistent with the manner and extent of such use as of the Effective Date; provided that the applicable Licensed Radio Station continues to broadcast the Licensee Sports Programming twenty-four (24) hours a day and seven (7) days a week;

(c) to use the “radio.cbssports.com” Domain Name as part of the Licensee Sports Programming Business solely to the extent used with a Radio Indicator to identify the Licensee Sports Programming Business in the manner and to the extent of such use as of the Effective Date only until 12 months after the Effective Date or December 31, 2017, whichever is later; provided that the Licensees shall use all reasonable efforts to reduce its usage of such Domain Name after the Effective Date as required in order to meet its obligations under Sections 3.7 and 3.8(b); and

6

(d) to use the Eye Design as part of the Licensee Sports Programming Business in the United States and Canada and Radio Station Branding consistent with the manner and to the extent of such use as of the Effective Date only for twelve (12) months after the Separation; provided that the Licensees shall use all reasonable efforts to reduce its usage of the Eye Design after the Effective Date as required in order to meet its obligations under Sections 3.7 and 3.8(c).

The foregoing Sections 2.1(a) through 2.1(d) are collectively referred to herein as the “Licensed Services.” Licensee shall take reasonable efforts to wind-down and cease such licensed use of the Licensed Property, as required in order to meet its obligations under Article 10.

2.2 Licensed Market Uses.

(a) Under the license granted pursuant to Sections 2.1(a), 2.1(c) and 2.1(d), the Applicable Licensees may use the Licensed Property for the Licensed Services only in the United States (including its territories and possessions) and in Canada; provided, however, the Parties hereto acknowledge that the Licensees are permitted to use the Licensed Property for terrestrial radio broadcasting, and related online, digital uses and Promotional Use for providing the Licensed Services or the marketing and promotion thereof directed to users and consumers within the United States and Canada. The Licensees may not direct use of the Licensed Property to terrestrial radio, online or digital users or consumers outside the United States and Canada; provided that to the extent permitted uses which are directed to terrestrial radio, online or digital users or consumers in the United States and Canada can be consumed by terrestrial radio, online or digital users or consumers outside the United States or Canada, the Licensees shall not be deemed in breach of Section 2.1 nor this Section 2.2.

(b) Under the license granted pursuant to Section 2.1(b):

(i) the Applicable Licensees may use the Licensed Property only in the applicable Licensed Market; provided, however, the Parties acknowledge that the Applicable Licensees are permitted to use the Licensed Property for terrestrial radio broadcasting, and related online, digital uses and Promotional Use for providing the Licensed Services and the marketing and promotion thereof to users and consumers which are solely directed to the Licensed Market and the Parties acknowledge that such broadcasts and related online, digital uses or Promotional Uses may be accessed or consumed by users or consumers outside the License Market (“Spill-Over Use”), and Licensees are permitted to use the Licensed Property for the Licensed Services directed outside the Licensed Market solely for joint promotions that involve other Licensed Radio Stations (“Multi Market Promotion”). Licensees may not direct use of the Licensed Property to terrestrial radio, online or digital users or consumers outside the Licensed Market, except Spill-Over Use and Multi Market Promotion will not be a breach of Section 2.1 nor this Section 2.2; and

7

(ii) Radio may seek prior written consent of Licensor (which consent shall not be unreasonably withheld) to designate additional radio stations owned or operated by an Affiliate of Radio to be licensed hereunder to use CBS SPORTS RADIO as a Licensed Radio Station, provided that such applicable radio stations will broadcast the Licensee Sports Programming twenty-four (24) hours a day and seven (7) days a week. Such written request shall include the new radio station’s designated marketing area, format and a description of the branding to be used by such radio station. Upon receipt of Licensor’s written consent, the radio station will be deemed a “Licensed Radio Station” hereunder and Schedule 2 amended accordingly.

2.3 Prohibited Uses of Licensed Property.

The Licensees may not use the Licensed Property for any good or service or in any manner that is: (a) pornographic or reasonably considered by Licensor as offensive; or (b) unlawful or obscene (as determined in accordance with applicable Federal Communications Commission standards). The Parties acknowledge and agree that all uses of the Licensed Property that are consistent with the uses of the Licensed Property by the Radio Business during the one year period prior to the Effective Date are not prohibited by this Section 2.3.

2.4 Further Prohibited Uses of Licensed Property.

Subject to Section 2.1(a)(ii), the Licensees shall not use the Licensed Property to identify audio-visual content including news, sports, weather, traffic reporting or other videos or video services (including, video-on-demand or video streaming, syndication of video content or video streams, or any other distribution of audio-visual content), except to promote the Licensee Sports Programming Business to the extent used as of the Effective Date and subject to Licensor’s approval, not to be unreasonably withheld (“Permitted Video Use”).

2.5 Permitted Sublicensees. In addition to Section 2.8(c), a Licensee may not license or authorize any other Person to use the Licensed Property, except that, a Licensee may grant limited, non-assignable (including in an Acquisition) sublicenses of its rights:

(a) under Section 2.1(a), to (i) any Affiliate providing Licensed Services to such Licensee in connection with the Licensee Sports Programming Business, (ii) those third parties who have been granted licenses or sublicenses of the Licensed Property by Licensor or any of its Affiliates in connection with the operation of the Radio Business prior to the Effective Date (“Existing Permitted Sublicensees”), and (iii) a radio programming business or to any terrestrial radio stations that are subject to a programming license agreement with a Licensee or its Existing Permitted Sublicensees as part of the Licensee Sports Programming Business provided that such business or station agrees to comply with all terms and conditions hereunder applicable to the Licensee (each a “Permitted Programming Sublicensee”); and

(b) under Section 2.1(b), to (i) any Affiliate providing Licensed Services to such Licensee in connection with the applicable Station Business, (ii) those third parties who have been granted licenses or sublicenses of the Licensed Property by Licensor or any of their Affiliates in connection with the operation of the Radio Business prior to the Effective Date (provided that the sublicense to such third party is for uses substantially similar to those

8

permitted by Licensor and their Affiliates prior to the Effective Date), or (iii) any third parties for which such Licensee obtains prior written consent of Licensor (which shall not be unreasonably withheld); provided that (A) such Licensee has sent Licensor written notice with detailed information regarding all proposed uses of the Licensed Property by such third party (including identification of all types of uses and media in connection with which the Licensed Property will be used); and (B) such third parties agree to comply with all terms and conditions hereunder applicable to the Licensees (each such third party, together with Existing Permitted Sublicensees and Permitted Programming Sublicensee, the “Permitted Sublicensees”).

Notwithstanding the grant of any sublicenses, the Licensees shall remain liable for compliance by each Permitted Sublicensee with all terms and conditions of this Agreement applicable to the Licensees and such terms and conditions shall be deemed to be applicable to each Permitted Sublicensee and Licensor may terminate the purported sublicense to use the Licensed Property granted to any purported Permitted Sublicensee at any time if the transfer or assignment of such Licensed Property to such Permitted Sublicensee occurred in violation of the foregoing requirements of this Section 2.5.

For the avoidance of doubt, the Licensees may engage manufacturers and service providers to apply the Licensed Marks to Licensees’ promotional goods of the types and in the manner used prior to the Effective Date, or otherwise use the Trademarks in connection with the advertising or marketing of Licensees’ Licensed Services solely at the direction and on behalf of the Licensees (e.g. t-shirt or banner manufacturer or newspaper carrying an advertisement) without prior consent or approval from Licensor..

2.6 Licensor’s Restrictions. The Licensor agrees not to use or license (or cause or induce or permit others to do so) the Licensed Property for the operation of a terrestrial radio or Internet audio streaming station or network in the United States or Canada during the Term, unless the right to use the Licensed Property is earlier assigned or sublicensed to a Divested Station. For the avoidance of doubt, the Licensor’s use or license of the trademarks CBS or “CBS SPORTS” (either alone or in combination with other symbols, words, phrases or logos other than CBS SPORTS RADIO) and CBS RADIO (which is the subject of a license between Licensor and Radio) is not prohibited by the foregoing; and the Licensors’ use or license of the Licensed Property is not prohibited by the foregoing where the right to use a Trademark is assigned or sublicensed to a Divested Station.

2.7 Licensor’s Reserved Rights. All rights of the Licensor and its Affiliates not expressly granted by the Licensor to the Licensees pursuant to this Agreement are reserved without exception or limitation. For the avoidance of doubt, Licensees have no rights under Section 2.1(a) to directly or indirectly use the Licensed Property independently from the Licensee Sports Programming Business and have no rights under Section 2.1(b) to use the Licensed Property for Radio Station Branding other than at those stations listed in Schedule 2.

9

2.8 Licensees’ Acknowledgements Concerning the Licensed Property. Subject to Section 2.6 and the other CBS Brands License Agreements, the Licensees hereby acknowledge and agree that:

(a) No Claims Against CBS. For the avoidance of doubt, CBS and its Affiliates have the right to use and license (and Licensees shall not have any basis to object to or make claims against CBS or its Affiliates for their use or license of):

(i) the Licensed Property,

(ii) the Eye Design, “CBS,” “CBS RADIO NEWS,” “CBS NEWS RADIO” and “CBS SPORTS; or

(iii) “KCBS,” and “WCBS” and “CBS RADIO” (which are subject to other CBS Brand License Agreements);

in each case either alone or in combination with other symbols, words, phrases or logos (including the Trademarks in combination with “TV” or any other term indicating audio or audio-visual content or other media) for any uses in connection with any goods and services (including domain names), whether known as of the date of this Agreement or created in the future, including use in association with any activities of CBS or its Affiliates’ television station brand names, such as WCBS and KCBS, and related activity and for any audio products or otherwise;

(b) FCC Licenses. The Licensee shall not grant consent to any Person to use any of the Licensed Property as call letters, even if its status at the Federal Communications Commission would permit the Licensee to provide such consent; and

(c) Risk of Confusion. The Parties shall cooperate with any reasonable requests of Licensor in connection with any Licensed Services that may create a risk of confusion with any current or anticipated business of CBS or any of its Affiliates.

3 Licensees’ Use of the Licensed Property

3.1 Brand Guidelines and Logo Changes.

(a) The Licensees shall use the Trademarks in accordance with the Brand Guidelines as amended by the Licensor from time to time with written notice to Licensees, shall observe all reasonable directions given by the Licensor as to the representations of the Trademarks and shall adopt any new visual representation of the Trademarks that may be required from time to time by the Licensor upon reasonable prior written notice to Licensees (“Guideline Update”), comply with all applicable Laws and the quality standards set forth in Section 3.3, provided that:

(i) any Guideline Update required by Licensor would not reasonably be expected to effectively prohibit the use of the Trademarks by Licensee;

(ii) if in any given 12 month period, the Guideline Updates, individually or in the aggregate, require Licensee to expend material funds or resources to implement, Licensor agrees to consult with Licensee in good faith on such expenditures; and

10

(iii) Licensee shall have six (6) months from receipt of Licensor’s notification of a Guideline Update to comply with such update, provided that Licensees shall use reasonable efforts to promptly complete all necessary changes. Notwithstanding the foregoing, Licensees shall not be required to implement any Guideline Update with respect to inventory, goods, material or other products existing as of the date Licensees were notified of such Guideline Update.

(b) The Parties anticipate that the Licensees may wish to alter the branding associated with the Licensee Sports Programming Business or Station Business during the Term (in addition to the alterations contemplated by Section 3.8), and Licensees shall obtain Licensor’s prior written approval (not to be unreasonably withheld) before adopting any new visual representation of the Trademarks or to use, reproduce or represent any of the Trademarks in any form or manner that is not already in use in the Station Businesses as of the Effective Date.

3.2 Licensor’s Quality Control. The Licensees agree to provide representative samples of any goods, services and materials to or in which the Licensed Property is affixed or incorporated, including marketing and promotional materials, audio recordings of content and all other uses of the Licensed Property by the Licensees (whether written, electronic or recorded in any other medium), as reasonably requested by the Licensor. If at any time the Licensor notifies the Licensees in writing that a deficiency exists in the form, manner or quality of any goods, services or materials to or in which the Licensed Property is affixed or incorporated, the Licensees will use diligent efforts to remedy such deficiency promptly and provide the Licensor with evidence of same.

3.3 Licensees’ Obligations / Quality Control. In using the Licensed Property, the Licensees shall:

(a) maintain such quality standards for its Sports Programming Business or the Licensed Radio Stations that are in place as of the Effective Date, as well as any higher quality standards observed by Licensor or its Affiliates from time to time which are communicated to Licensees;

(b) not do any act which would reasonably be expected to dilute or materially weaken the strength of the Licensed Property or render the Trademarks generic or invalid (it being understood that uses of the Licensed Property that are consistent with those uses by the Radio Business in the one year period prior to the Effective Date shall not be considered a breach of this Section 3.3(b));

(c) conduct its business and operations in a manner that would not reasonably be expected to have an adverse effect on the reputation of Licensor or their goodwill associated with the Licensed Property (it being understood that the conduct of the Radio Business in a manner consistent with how it was conducted during the one year period prior to the Effective Date shall not be considered a breach of this Section 3.3(c));

11

(d) not perform any act or fail to act in any way that could reasonably be expected to injure, denigrate or otherwise devalue the Licensed Property, or the goodwill or reputation of the Licensor or any of the Licensor’s Affiliates (it being understood that action and inaction consistent with the conduct of the Radio Business during the one year period prior to the Effective Date shall not be considered breaches of this Section 3.3(d)). The Licensees hereby agree that they will use commercially reasonable efforts to ensure that the Licensees’ employees and other personnel (and, for the avoidance of doubt, the employees and other personnel of their Permitted Sublicensees) do not make any offensive remarks, commit any criminal act, or commit any other act which could reasonably be expected to reflect unfavorably upon the Licensed Property or the Licensor or its Affiliates in any material respect; and, in the event of any such conduct, the Licensees will work with the Licensor to promptly minimize any resulting adverse impact on the Licensed Property and to remedy any such conduct (without limiting other remedies available to the Licensor under this Agreement, including under Section 3.4(b)); and

(e) not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership of any of the Licensed Property other than the licensed rights conferred by this Agreement.

3.4 In the event that any Licensee Sports Programming talent employed or otherwise engaged by any Licensee or any Permitted Sublicensee makes any remarks that are unlawful, obscene or, in the reasonable discretion Licensor, believed to be offensive, or the talent commits any criminal act.

(a) Licensor may terminate this Agreement to the extent it relates to the particular Licensed Radio Station or the applicable Licensee Sports Programming in which the talent participates; and

(b) Licensees must, at Licensor’s written request, broadcast and/or display a prominent disclaimer with any content in which the talent participates including a statement that such content is not endorsed by or associated with the Licensor or its Affiliates (the form and content of such disclaimer being subject Licensor’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed).

3.5 Legal Lines. To the extent legends, markings, and notices were used by the Radio Business in connection with uses of the Trademarks prior to the Effective Date, the Licensees shall where practicable cause the following legend to appear on all marketing and promotional materials on or in connection with which the Trademarks set forth on Schedules 1 and 2 are used:

“CBS SPORTS RADIO^® is a Registered Trademark of CBS Broadcasting Inc. All Rights Reserved.”

and/or such legends, markings, and notices as the Licensor may reasonably request in order to give appropriate written notice of any trademark, trade name or other rights therein. but failure to use such symbol shall not be deemed a breach of this Agreement that could give rise to termination pursuant to Section 10.2. Licensees agree that upon reasonable request from Licensor to add the aforementioned legend, Licensees will take all reasonable steps necessary to add such legend.

12

3.6 Domain Name Fees. The Licensees shall be responsible for all fees in connection with the registration of any Domain Names that Licensor agrees to add to Schedule 1 or Schedule 2 and renewal of registration of the Domain Names during the Term and the term of redirection set forth in Section 3.7.

3.7 Domain Name Cooperation. Subject to the Licensees’ compliance with this Agreement, the Licensor shall cooperate with the Licensees to enable (i) the “radio.cbssports.com” domain name for 12 months after the Effective Date and the Domain Name set forth on Schedule 1 for the Term to be directed to the appropriate servers for the Licensees, and (ii) the Domain Names set forth on Schedule 2 to be directed to the appropriate servers for the websites relating to the applicable Station Business during the Term, provided that for a period of eighteen (18) months following the end of the Term, Licensor agree to redirect traffic from such Domain Names to new website addresses designated by Licensees, with an appropriate notice agreed to by the Parties indicating that the applicable website addresses have changed.

3.8 Phase Out.

(a) The Licensees shall use all reasonable efforts to reduce its usage of the Licensed Property for which a license is granted pursuant to Article 2, including by completing the removal of the Licensed Property from all goods, services and materials in the Licensee’s possession or control, such that, as at the expiration of the Term, the Licensees will have ceased and discontinued all use of the Licensed Property in accordance with Section 10.4; provided that in the event of any de minimis use that continues after expiration or termination of the Term, Licensees shall quickly after becoming aware thereof discontinue such use. The Licensee shall not commence any new uses of the Licensed Property during the Term, unless approved in writing by the Licensor, except as otherwise provided in Section 7.24(c) of the Merger Agreement or the CBS Brands License Agreements.

(b) The Licensees shall adopt a new domain name for the Licensee Sports Programming Business as of 12 months after the Effective Date or December 31, 2017, whichever is later, provided that if Licensees wish to replace such domain name with any domain name incorporating the Licensed Property, Licensees shall propose to Licensor any such new domain name no later than six (6) months after the Effective Date, and Licensor shall consider such proposal in good faith.

(c) The Licensees shall use all reasonable efforts to reduce its usage of the Eye Design for which a license is granted pursuant to Article 2, including by completing the removal of the Eye Design from all goods, services and materials in the Licensees’ possession or control, such that, within twelve (12) months after the Effective Date, the Licensees will have ceased and discontinued all use of the Eye Design; provided that if Licensees wish to replace any usage of the Eye Design with any new logo incorporating the Licensed Property (other than, for the avoidance of doubt, the Eye Design), Licensees shall propose to Licensor any such new logos no later than six (6) months after the Effective Date, and Licensor shall consider such proposal in good faith. A Licensee is not in breach of this Agreement if it makes de minimis uses of the Eye Design in contravention of its obligations, so long as it quickly ceases use once such use is discovered except as otherwise provided in Section 7.24(c) of the Merger Agreement.

13

4 Ownership

4.1 The Licensees acknowledges that nothing contained in this Agreement shall give the Licensees any right, title or interest in or to the Licensed Property or any other intellectual property of Licensor or its Affiliates, or any right to use such Licensed Property or other intellectual property in any territory except as expressly granted by the Licensor in relation to the Licensed Property under Section 2.1. Except for those rights expressly granted under Section 2.1, the Licensees will not directly or indirectly claim any rights in the Licensed Property or apply to register the Licensed Property, “CBS” or the Eye Design or any confusingly similar name or mark whether alone or in combination with any other name or mark or otherwise as copyright, trademark, trade name, domain name in any territory.

4.2 Any goodwill derived by, and any rights acquired by, any Licensee from the use of the Licensed Property or any derivatives thereof shall inure to the sole benefit of the Licensor. At the request and expense of the Licensor, the Licensees shall execute all documents or take all such actions that are reasonably necessary to assign such goodwill and/or rights to the Licensor or otherwise to confirm the Licensor’s ownership of the Licensed Property.

4.3 Subject to the Licensees’ obligations to pay fees related to Domain Name registrations in Section 3.6, the Licensees agree that the Licensor will, at its sole cost and discretion, clear, file, maintain and defend any and all trademark and domain name applications and resulting registrations worldwide for the Licensed Property until the termination of this Agreement. The Licensees further agree to abide by all reasonable trademark clearance, filing and maintenance decisions made by the Licensor in connection and in accordance with this Agreement, to execute any other documents or other materials or provide such assistance as the Licensor may reasonably request in furtherance of the purpose of this Agreement, and to cooperate with the Licensor in connection therewith, as requested.

4.4 If, in breach of this Agreement, the Licensees register, or apply to register, any copyright, trademark, trade name, domain name or other designation identical or substantially similar to the Licensed Property, “CBS” or the Eye Design, they shall immediately, at the Licensees’ cost, transfer the registration or application to the Licensor or, at the Licensor’s request, take all steps necessary to abandon, cancel or withdraw, as requested, such registration or application.

4.5 The Licensees agree that they will not, nor authorize nor permit any other Person to, and they will ensure their Affiliates do not, nor authorize any other Person to: (a) subject to Section 2.5, use or (b) apply to register any copyright, trademark, trade name, domain name or other designation identical or confusingly similar to any of the Licensed Property, “CBS” or the Eye Design or any mark or which combines the Licensed Property with any other trademark, trade name or domain name or other designation unless permitted to do so under another written agreement with Licensor.

4.6 Nothing under this Agreement gives the Licensees any right to use the Licensed Property in their corporate names or registered or unregistered business names. Nothing under this Agreement gives the Licensees any right to use the Licensed Property in any call letters.

14

5 Licensor Obligations

Notwithstanding anything to the contrary in this Agreement, during the Term and subject to Section 3.6, Licensor shall be required to maintain all Trademark registrations and Domain Names in Schedules 1 and 2 in a manner that will permit Licensees to use such Trademarks and Domain Names as set forth in this Agreement.

6 Warranties

6.1 Each Party hereto warrants and represents to the other that it has the full right, power and authority to execute and perform its obligations under this Agreement.

6.2 The Licensor warrants and represents to the Licensees that:

(a) it holds all such rights and interest in the Licensed Property as are required to permit the Licensor to enter into this Agreement;

(b) to the knowledge of Licensor’s trademark counsel as of the Effective Date, the Licensees’ use of the Licensed Property in accordance with the terms and conditions of this Agreement does not and will not infringe or violate any other Person’s intellectual property rights; and

(c) there are no pending claims, judgments or unpaid settlements against Licensor or any of its Affiliates relating to the Licensed Property which, if adversely determined, would have a material adverse effect on Licensor’s ability to license the Licensed Property or interfere in any material respect with Licensees’ use of the Licensed Property during the Term as set forth in this Agreement.

7 [Intentionally Blank]

8 Further Assurances

Each Party hereto shall, at the cost and the request of the other Party and at any time, execute such documents and perform such acts as the other Party may reasonably require for the purpose of giving effect to this Agreement.

9 Infringement

9.1 Each Licensee shall, as soon as it becomes aware thereof, give the Licensor full particulars, in writing, of any actual or threatened conduct of any Person which amounts or might amount either to: (a) infringement or unlicensed use of; (b) passing-off or unfair competition in relation to; or (c) breach of any analogous or comparable right of the Licensor’s rights in relation to, “CBS”, the Eye Design or the Licensed Property.

9.2 If any Licensee becomes aware of any allegation that “CBS”, the Eye Design or the Licensed Property is invalid or that use thereof infringes any rights of the Licensor or that “CBS”, the Eye Design or the Licensed Property may be susceptible to challenge, the Licensee promptly shall provide the Licensor with the particulars thereof.

15

9.3 The Licensor may, in its sole discretion, commence or prosecute any claims or suits to protect its rights hereunder, and the Licensees agree to cooperate fully with the Licensor and the Licensor shall be responsible for reimbursing the Licensees for any and all documented costs reasonably incurred by the Licensees in providing such assistance to the Licensor; provided that Licensor shall consider in good faith any request by Licensee to assert Licensor’s rights in the Licensed Property that Licensee reasonably believe are adversely impacting Licensee’s rights hereunder.

10 Term and Termination

10.1 Term. Except as otherwise set forth in Section 10.2, this Agreement shall begin on the Effective Date and expire on December 31, 2020 (the “Initial Term”). During the Initial Term, the Parties shall reasonably cooperate to negotiate in good faith with respect to an extension of the Initial Term. Prior to the end of the Initial Term, but in no event later than October 1, 2020, commencing on a date selected by the Licensee, the Parties agree to commence a 90-day period of good faith negotiations for an extension of the Initial Term, during which period the Licensor shall not negotiate with any other party with respect to the rights in the Licensed Property for use in the radio broadcasting business (any such extension a “Renewal Term” and together with the Initial Term, the “Term”).

10.2 Termination.

(a) This Agreement may terminate before the expiration of its Term under any of the following circumstances:

(i) automatically, without the requirement of written notice by either Party, in the event of an Insolvency of Entercom or CBSRN;

(ii) automatically, as to a Licensee, Permitted Sublicensee, or Licensed Radio Station and without the requirement of written notice by either Party, in the event of an Insolvency of such Licensee, Permitted Sublicensee, or Licensed Radio Station;

(iii) after December 31, 2019, automatically, as to the Licensee Sports Programming Business, if the CBSRN ceases using the Licensed Property to identify the Licensee Sports Programming Business; and as to a particular Licensed Radio Station and the applicable Licensed Property as listed in Schedule 1, if any Licensee ceases using such Licensed Property for Licensed Services;

(iv) automatically, if there is an Acquisition for which the CBSRN or Entercom, as applicable, has not received the prior written consent of Licensor (which consent shall not to be unreasonably withheld);

(v) by either Party (“Non-Defaulting Party”), upon written notice to the other Party, if the other Party or, where the Licensees are the other Party, any Permitted Sublicensee (the “Defaulting Party”) fails to comply with any of its material obligations pursuant to this Agreement and does not within 15 days of receipt of written notice from the Non-Defaulting Party specifying the failure, for any such failure either: (x) remedy such failure (if capable of being remedied) or (y) if the failure is not capable of being remedied, agree with the Non-Defaulting Party upon a plan to mitigate the impact of such failure and to prevent such failure from occurring in the future;

16

(vi) by either Party immediately on written notice to the other Party on the third (3rd) or any subsequent failure to comply with a material obligation of this Agreement by the other Party or, where the Licensees are the other party, by any Permitted Sublicensee, provided that the non-breaching Party has provided written notice to the breaching Party on two prior occasions of breach and, upon each such prior notice, provided the breaching party with a 15 calendar day opportunity to cure such failure to comply with such material obligation or obligations; or

(vii) by the Licensor immediately on written notice to the Licensees, if any Licensee or Permitted Sublicensee, alone or with others, seeks a declaration or other order from a Governmental Authority that any of Licensor’s or their Affiliates’ rights in or to any Licensed Property, or any registration thereof, is invalid or otherwise attacks the validity of the foregoing.

(b) This Agreement shall terminate, upon written notice delivered by the Licensor to the Licensees, if there is a purported unauthorized assignment or transfer in violation of Section 12.7; provided that the Licensees shall have 15 calendar days from the latest delivery of such notice of breach to cure such purported unauthorized assignment or transfer.

(c) If any Licensee changes Format of either an HD-1 or other sub-HDs broadcasted by any Licensed Radio Station, without any further action required by either Party, all rights granted under this Agreement shall immediately terminate with respect to such station of such Licensed Radio Station, and such Licensee will cease use of all relevant Licensed Property prior to such Format change.

(d) If the conditions set forth in Section 10.4 are satisfied, Licensees may terminate this Agreement as set forth in Section 10.4.

10.3 Acquisitions and Format Changes and Cessation of Use. Licensees shall provide Licensor written notice (a) immediately upon reaching agreement, or where confidentiality obligations apply, immediately upon public announcement of reaching agreement, with any Person for any Acquisition of any Licensee, Permitted Sublicensee or any Licensed Radio Station or (b) as soon as practicable after any Format change of any Licensed Radio Station as set forth in Section 10.2(e), and (c) immediately upon any Licensee substantially ceasing use of the Licensed Property for Licensed Services as set forth in Section 10.2(a)(i).

10.4 [Intentionally Omitted]

10.5 Survival. Upon any expiration or termination of this Agreement in its entirety, as expressly set forth in this Section 10.5 of this Agreement all rights to use any Licensed Property granted pursuant to this Agreement to the Licensees and all Permitted Sublicensees shall immediately cease and the Licensees and all Permitted Sublicensees shall take all necessary steps to cease use of the Licensed Property in all ways , except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements. Upon any expiration or termination of this Agreement as to any, as expressly set forth in this Section 10.5 of this

17

Agreement, Licensee, Permitted Sublicensee or Licensed Radio Station, all rights to use any Licensed Property granted pursuant to this Agreement to such Licensee, Permitted Sublicensee or to the Applicable Licensee with respect to such Licensed Radio Station shall immediately cease and such Licensee, Permitted Sublicensee or Applicable Licensee shall take all necessary steps to cease use of the Licensed Property or the Licensed Property with respect to such Licensed Radio Station, in all ways, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements. The foregoing obligations to cease use include, in each case, the following, except as permitted under Section 7.24(c) of the Merger Agreement or the other CBS Brands License Agreements:

(a) change all of the Radio Station Branding or Licensee Sports Programming Business to names that do not include the Trademarks, “CBS” or any term confusingly similar or any term that implies association or successor relationship with the Licensor or its Affiliates;

(b) cease the use of all Domain Names;

(c) cease use of the Licensed Property in all Promotional Use;

(d) remove or obliterate all signage that displays the Licensed Property; and

(e) at the Licensor’s written request, destroy all marketing, promotional or other materials bearing the Licensed Property for which a license is granted pursuant to this Agreement.

10.6 Wind Down. With respect to any termination under Section 10.2(a)(iii) or 10.2(a)(iv), or 10.2(a)(v), the applicable Licensees and Permitted Sublicensees will be given sixty (60) days following any such termination to wind down their use of the applicable terminated Licensed Property.

10.7 Survival. Notwithstanding anything herein to the contrary, Articles 4, 7, 8, and 11-12, Sections 3.7, and this Section 10.7 shall survive any expiration or termination of this Agreement and shall remain in full force and effect.

11 Indemnification

11.1 The Licensor agrees to indemnify and hold harmless Licensees and their past, present or future Subsidiaries, Affiliates and Permitted Licensees and any of their past, present or future Representatives, heirs, executors and any of their permitted successors and assigns (“Licensee Indemnified Parties”) against any and all payments, losses, liabilities, damages, claims, and expenses (including attorney’s fees and expenses incurred in good faith) and costs whatsoever (“Losses”), as incurred, arising out of or relating to (a) any third-party claim of infringement, dilution or unfair competition arising from the use of the Licensed Property as described herein to the extent that Licensees’ use of the Licensed Property is in compliance with the terms of this Agreement; (b) any violation by the Licensor of applicable laws; and (c) any violation or breach of this Agreement by the Licensor. In the event of any such Losses involving an allegation of trademark infringement, the Licensees shall take all actions requested by the Licensor in order to mitigate any damages and other costs in connection therewith, including ceasing or modifying use of any Licensed Property.

18

11.2 The Licensees agree to indemnify and hold harmless the Licensor and its past, present or future Subsidiaries and Affiliates and any of their past, present or future Representatives, heirs, executors and any of their permitted successors and assigns (“Licensor Indemnified Parties”) against any and all Losses, as incurred, arising out of or relating to (a) all claims with respect to the use of the Licensed Property (including use by or on behalf of any Permitted Sublicensee) except third party claims of infringement, dilution or unfair competition as set forth in Section 11.1(a) above; (b) any violation by a Licensee or any Permitted Sublicensee of applicable laws; and (c) any violation or breach of this Agreement by a Licensee or any Permitted Sublicensee.

11.3 The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under this Agreement.

12 General

12.1 No Agency. Nothing in this Agreement shall be deemed to create any joint venture, partnership or principal agent relationship between the Licensees and the Licensor or any of their Affiliates and no party hereto shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other or its Affiliates.

12.2 Entire Agreement. This Agreement, the Separation Agreement and the Merger Agreement constitute the entire agreement between CBS, CBSSN and/or the Licensor, on the one hand, and the Licensees, on the other hand, with respect to the Licensed Property, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between CBS and/or the Licensor and CBSSN, on the one hand, and the Licensees, on the other hand other than those set forth or referred to herein or therein.

12.3 Amendments. No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by the Licensor and Radio.

12.4 Dispute Resolution. Any Agreement Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Agreement Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

12.5 Liability. Except in connection with breaches of Section 12.6 or a Party’s indemnification obligations under Article 11, neither Party shall be liable in contract, tort (including negligence) or otherwise arising out of or in connection with this Agreement for any special, punitive, indirect or consequential loss or damage including any economic loss (including loss of revenues, profits, contracts, business or anticipated savings); in any case, whether or not such losses were within the contemplation of the Parties at the date of this Agreement.

19

12.6 Confidentiality. Each Party hereto shall keep confidential the terms and conditions of this Agreement and all information concerning the business of the other Party hereto exchanged in the course of negotiating the same or pursuant to the terms hereof and shall not divulge the same to any third (other than to their respective professional advisers), provided that the foregoing shall not apply to information (a) already in the public domain at the time the information is disclosed other than as a result of disclosure in violation of any confidentiality obligation or agreement, (b) required by law to be disclosed in any document to be filed with any Governmental Authority, (c) required to be disclosed by court or administrative order or under laws, rules and regulations applicable to such Party or its respective Affiliates (including securities laws, rules and regulations), as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of such Party or its respective Affiliates may be listed for trading, (d) disclosed by Licensor for the purpose of maintaining or enforcing its rights under this Agreement or to any of the Licensed Property, or (e) disclosed with the prior written approval of the other party.

12.7 Assignability.

(a) Notwithstanding any Acquisition, this Agreement shall not be assigned or transferred by a Licensee in whole or in part, including by operation of Law, without the prior written consent of the Licensor, which consent will not be unreasonably withheld; provided, that in the event of any permitted assignment or transfer by a Licensee in accordance with the foregoing, Licensee shall provide a guarantee to the Licensor (in a form reasonably agreed upon) for any liability or obligation of the assignee or transferee under this Agreement and the assignee or transferee shall agree in a written agreement with the Licensor to assume all of the obligations under this Agreement; provided, further, that Licensees shall update Schedule 1 to disclose any such permitted assignment or transfer.

(b) Notwithstanding the foregoing, this Agreement may be assigned or transferred by any Licensee in whole or in part upon prior written notice to the Licensor to Entercom or a Subsidiary of Entercom so long as Entercom and its Subsidiaries or any of their respective parents or Affiliates are not engaged in the business of television broadcasting in the United States; provided, that any such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement; and provided, further, Licensees shall update Schedule 2 to disclose the removal of, or permitted assignment or transfer to, a Licensed Radio Station or Licensee, which update shall be delivered concurrent with Licensees notice to Licensor of such assignment or transfer.

(c) Any purported assignment or transfer in violation of this Section 12.7 shall be null and void and of no effect.

(d) Subject to Sections 12.7(a) and 12.7(b), this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their permitted successors and assigns.

(e) For the purposes of this Agreement, a “successor” shall include any entity that is a legal successor to either Party as a result of a sale or acquisition of such Party, whether by merger, consolidation, sale of all or substantially all of such Party’s assets.

20

12.8 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a written notice given in accordance with this Section 12.8):

(a) if to Licensor:

CBS Broadcasting Inc.

Attn:   Chief Legal Officer and Trademarks Counsel

51 West 52^nd Street

New York, New York, 10019

Fax:   212-975-4215

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Fax:               (212) 403-2000

Attention:      David E. Shapiro, Esq.

Marshall P. Shaffer, Esq.

if to CBSSN:

CBS Sports Network

Attn:   Senior Counsel

51 West 52nd Street

New York, New York 10019

Fax:   (212) 975-3531

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Fax:               (212) 403-2000

Attention:      David E. Shapiro, Esq.

Marshall P. Shaffer, Esq.

21

(b) if to Licensee or a Permitted Sublicensee:

CBS Radio Inc.

1271 Avenue of the Americas, Fl. 44

New York, NY 10020

Attn:      General Counsel

Fax:       212-246-3657

Entercom Communications Corp.

401 E. City Avenue, Suite 809

Bala Cynwyd, PA 19004

Fax:               (610) 660-5662

Attention:      Andrew P. Sutor, IV,

Senior Vice President and General Counsel

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 N. Wabash Ave., Suite 2800

Chicago, IL 60611

Fax:               (312) 993-9767

Attention:      Mark D. Gerstein

Zachary A. Judd

12.9 Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Party entitled to enforce such term, (each such entity, a “Waiving Entity”), but such waiver shall be effective only if it is in writing signed by a duly authorized officer of the Waiving Entity against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement, nor shall any single or partial exercise of any right or privilege preclude any other or future exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by either Party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the entity against whom the existence of such waiver is asserted. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

12.10 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either the Licensor or the Licensees. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Licensor and the Licensees shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Licensor and the Licensees as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

22

12.11 No Third-Party Beneficiaries. Except to the extent that this Agreement shall benefit Entercom, as set forth explicitly herein, and to the extent of any indemnification of any Licensee Indemnified Parties and Licensor Indemnified Parties, as set forth in Section 11, this Agreement is for the sole benefit of the Licensor and the Licensees and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

12.12 Counterparts. This Agreement may be executed in one or more counterparts, and by each Party hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

12.13 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Licensor and the Licensees and no presumption or burden of proof shall arise favoring or burdening either Party hereto by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; and (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. Any action, determination or approval of or required by the Licensor under this Agreement shall be understood to be at the Licensor’s sole discretion unless expressly stated otherwise hereunder.

12.14 Parties in Interest. This Agreement is binding upon and is for the benefit of the Parties and, as set forth in Section 12.7, their respective permitted successors and permitted assigns.

23

12.15 Jurisdiction; Waiver of Jury Trial.

(a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties.

(b) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ADMINISTRATION THEREOF. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION.NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow.]

24

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.

CBS BROADCASTING INC.
By:	/s/ Joseph R. Ianniello
	Name:	Joseph R. Ianniello
	Title:	Executive Vice President
CSTV NETWORKS, INC. d/b/a CBS Sports Network
By:	/s/ Joseph R. Ianniello
	Name:	Joseph R. Ianniello
	Title:	Executive Vice President
CBS RADIO INC.
By:	/s/ Andre Fernandez
	Name:	Andre Fernandez
	Title:	President & Chief Executive Officer CBS Radio
CBS SPORTS RADIO NETWORK INC.
By:	/s/ Andre Fernandez
	Name:	Andre Fernandez
	Title:	President & Chief Executive Officer CBS Radio

[Signature Page to License Agreement #3 (CBS RADIO Brand)]

EX-99.1

Exhibit 99.1

November 17, 2017

CBS CORPORATION ANNOUNCES PRELIMINARY RESULTS OF

CBS RADIO EXCHANGE OFFER

New York, NY—CBS Corporation (NYSE: CBS.A and CBS) (“CBS”) today announced that its previously announced offer to shareholders to exchange their shares of CBS Class B common stock on a per-share-basis for 5.6796 shares of CBS Radio Inc. (“CBS Radio”) common stock expired at 11:59 p.m., New York City time, on November 16, 2017, and based on preliminary results, the exchange offer was oversubscribed. The exchange offer to split-off CBS Radio is part of CBS’ agreement to combine its radio business with Entercom Communications Corp. (NYSE: ETM) (“Entercom”).

According to the exchange agent for the exchange offer, Wells Fargo Bank, N.A., 165,743,402 shares of CBS Class B common stock were tendered prior to the expiration of the exchange offer, including 64,125,859 shares of CBS Class B common stock validly tendered and 101,617,543 shares of CBS Class B common stock that were tendered by notice of guaranteed delivery. CBS has accepted 17,854,689 of the tendered shares of CBS Class B common stock in exchange for 101,407,494 shares of CBS Radio common stock. In addition, following the merger, Entercom common stock will be eligible for issuance in respect of equity awards held by employees of CBS Radio in consideration of the replacement of their restricted stock units and stock options in CBS. Immediately following the consummation of the exchange offer, in connection with the merger of CBS Radio with a wholly owned subsidiary of Entercom, each share of CBS Radio common stock is being converted into the right to receive one share of Entercom Class A common stock (with cash in lieu of fractional shares).

Because the exchange offer was oversubscribed, CBS accepted tendered shares of CBS Class B common stock on a pro rata basis in proportion to the total number of shares tendered and not validly withdrawn. Shareholders who owned fewer than 100 shares of CBS Class B common stock, or an “odd lot,” and who validly tendered all of their shares, are not subject to proration in accordance with the terms of the exchange offer.

Based on the total number of shares of CBS Class B common stock that were reported as tendered prior to the expiration of the exchange offer, it is estimated that approximately 10.12% of the tendered shares of CBS Class B common stock that are subject to proration will be exchanged for shares of CBS Radio common stock, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. The preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures.

1

CBS expects to announce the final proration factor as soon as possible following the expiration of the guaranteed delivery period, which will occur on November 20, 2017. Promptly after the final proration factor is announced, shares of CBS Class B common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form. Also at that time, the exchange agent for the exchange offer will deliver to Entercom’s transfer agent a final shareholder list for CBS Radio common stock received by tendering CBS Class B common stock shareholders whose shares were accepted for exchange in the exchange offer. Entercom’s transfer agent will use the final shareholder list to credit such shareholders with an equal number of whole shares of Entercom Class A common stock. Fractional shares of Entercom Class A common stock due to tendering CBS Class B common stock shareholders will be aggregated and sold in the open market by Entercom’s transfer agent. Checks in lieu of fractional shares will thereafter be delivered to such tendering CBS Class B common stock shareholders by Entercom’s transfer agent.

Forward-Looking Statements

This press release contains certain statements about CBS, CBS Radio and Entercom that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in CBS’ and Entercom’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this press release may include statements about the expected effects on CBS, CBS Radio and Entercom of the separation of CBS’ radio business and merger of CBS Radio with an Entercom subsidiary (collectively, the “Transaction”); the anticipated benefits of the Transaction and CBS’, CBS Radio’s and Entercom’s anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of CBS, CBS Radio and Entercom (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the anticipated tax treatment of the Transaction and related transactions; risks relating to any unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects; business and management strategies; the expansion and growth of Entercom’s operations; ongoing risks related to the price or trading volume of Entercom’s common stock; failure to pay dividends to holders of Entercom’s common stock; impairment charges for FCC licenses and goodwill; Entercom’s ability to integrate CBS Radio’s business successfully after the closing of the Transaction and to achieve anticipated synergies; and the risk that disruptions from the Transaction will harm CBS’, CBS Radio’s or Entercom’s businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of CBS, CBS Radio or Entercom undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.

2

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, local TV, film, and interactive and socially responsible media. CBS’ businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), the properties of Network TEN in Australia, Smithsonian Networks, Simon & Schuster, CBS Television Stations, and CBS EcoMedia. For more information, go to www.cbscorporation.com.

*    *    *

CBS CONTACTS

Press:	Investors:
Judy DeHaven	Adam Townsend
CBS Corporation	CBS Investor Relations
(212) 975-1942	(212) 975-5292
jdehaven@cbs.com	adam.townsend@cbs.com
Jaime Saberito	David Bank
CBS Radio	CBS Investor Relations
(212) 649-9639	(212) 975-6106
jaime.saberito@cbsradio.com	david.bank@cbs.com

3

EX-99.2

Exhibit 99.2

November 17, 2017

CBS CORPORATION COMPLETES SPLIT-OFF OF CBS RADIO

CBS Corporation (NYSE: CBS.A and CBS) today announced the completion of the split-off of CBS Radio Inc., which was merged with a subsidiary of Entercom Communications Corp. (NYSE: ETM) through a “Reverse Morris Trust” transaction. The closing of the merger followed the previously announced expiration of the Company’s exchange offer. As a result of the merger, participating CBS stockholders will receive one share of Entercom Class A common stock in exchange for each whole share of CBS Radio common stock they received in the exchange offer.

The transactions will enable CBS to retire approximately 17.9 million shares of CBS Class B common stock. The exchange offer and merger are generally expected to be tax-free to participating CBS shareholders for U.S. federal income tax purposes.

“The separation of our radio business is part of a broader strategy to make CBS even more focused on our content and all the ways we can monetize it,” said Leslie Moonves, Chairman and Chief Executive Officer, CBS Corporation. “We started on this path several years ago with the split-off of our outdoor advertising business. And just as we did with outdoor, we believe our radio transaction will allow us to unlock more value for our shareholders and further grow our revenue. As a result, we think CBS will be even better positioned to take advantage of all the new growth opportunities before us, and we feel very good about our future as a pure content Company.”

In connection with the transactions, Goldman Sachs & Co. LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to CBS.

1

Forward-Looking Statements

This press release contains certain statements about CBS, CBS Radio and Entercom that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in CBS’ and Entercom’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this press release may include statements about the expected effects on CBS, CBS Radio and Entercom of the separation of CBS’ radio business and merger of CBS Radio with an Entercom subsidiary (collectively, the “Transaction”); the anticipated benefits of the Transaction and CBS’, CBS Radio’s and Entercom’s anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of CBS, CBS Radio and Entercom (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the anticipated tax treatment of the Transaction and related transactions; the risk that disruptions from the Transaction will harm CBS’ business; risks relating to any unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects; business and management strategies; advertising market conditions generally; changes in the public acceptance of CBS’ content; changes in technology and its effect on competition in CBS’ markets; changes in the federal communications laws and regulations; impairment charges for FCC licenses and goodwill; the impact of piracy on CBS’ products; the impact of the consolidation in the market for CBS’ content; the impact of negotiations or the loss of affiliation agreements or retransmission agreements; the impact of union activity, including possible strikes or work stoppages or CBS’ inability to negotiate favorable terms for contract renewals; and other domestic and global economic, business, competitive and/or other regulatory factors affecting CBS’ businesses generally. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and CBS does not undertake any obligation to update publicly such statements to reflect subsequent events or circumstances.

2

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, local TV, film, and interactive and socially responsible media. CBS’ businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), the properties of Network TEN in Australia, Smithsonian Networks, Simon & Schuster, CBS Television Stations, and CBS EcoMedia. For more information, go to www.cbscorporation.com.

*    *    *

CBS CONTACTS

Press:	Investors:
Judy DeHaven	Adam Townsend
CBS Corporation	CBS Investor Relations
(212) 975-1942	(212) 975-5292
jdehaven@cbs.com	adam.townsend@cbs.com
Jaime Saberito	David Bank
CBS Radio	CBS Investor Relations
(212) 649-9639	(212) 975-6106
jaime.saberito@cbsradio.com	david.bank@cbs.com

3

EX-99.3

Exhibit 99.3

November 21, 2017

CBS CORPORATION ANNOUNCES FINAL RESULTS

OF CBS RADIO EXCHANGE OFFER

CBS Corporation (NYSE: CBS.A and CBS) (“CBS”) today announced the final results of its offer to shareholders to exchange their issued and outstanding shares of CBS Class B common stock for shares of CBS Radio Inc. (“CBS Radio”) common stock owned by CBS as part of its agreement to combine CBS Radio with a subsidiary of Entercom Communications Corp. (NYSE: ETM) (“Entercom”).

The exchange offer expired at 11:59 p.m., New York City time, on November 16, 2017. Under the terms of the offer, 5.6796 shares of CBS Radio common stock were exchanged for each share of CBS Class B common stock accepted in the offer. CBS accepted 17,854,689 of the tendered shares in exchange for 101,407,494 shares of CBS Radio common stock, which were immediately converted into the right to receive an equal number of whole shares of Entercom Class A common stock (with cash in lieu of fractional shares) upon completion of the merger, which closed on November 17, 2017. The exchange offer and merger are generally expected to be tax- free to participating CBS shareholders for U.S. federal income tax purposes.

Because the exchange offer was oversubscribed, CBS accepted tendered shares of CBS Class B common stock on a pro rata basis in proportion to the total number of shares validly tendered and accepted for exchange. Shareholders who owned fewer than 100 shares of CBS Class B common stock, or an “odd lot” of such shares, and who validly tendered all of their shares, were not subject to proration in accordance with the terms of the exchange offer. The final proration factor of approximately 10.3721% was applied to all other shares of CBS Class B common stock that were validly tendered and not validly withdrawn to determine the number of such shares that were accepted from each tendering shareholder.

Based on the final count by the exchange agent Wells Fargo Bank, N.A., the final results of the exchange offer are as follows:

Total number of shares of CBS Class B common stock validly tendered and not validly withdrawn:	161,855,335
Shares tendered and not validly withdrawn that were subject to proration:	160,664,993
“Odd-lot” shares tendered that were not subject to proration:	1,190,342
Total number of shares of CBS Class B common stock accepted:	17,854,689

1

Forward-Looking Statements

This press release contains certain statements about CBS, CBS Radio and Entercom that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in CBS’ and Entercom’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this press release may include statements about the expected effects on CBS, CBS Radio and Entercom of the separation of CBS’ radio business and merger of CBS Radio with an Entercom subsidiary (collectively, the “Transaction”); the anticipated benefits of the Transaction and CBS’, CBS Radio’s and Entercom’s anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of CBS, CBS Radio and Entercom (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the anticipated tax treatment of the Transaction and related transactions; the risk that disruptions from the Transaction will harm CBS’ business; risks relating to any unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects; business and management strategies; advertising market conditions generally; changes in the public acceptance of CBS’ content; changes in technology and its effect on competition in CBS’ markets; changes in the federal communications laws and regulations; impairment charges for FCC licenses and goodwill; the impact of piracy on CBS’ products; the impact of the consolidation in the market for CBS’ content; the impact of negotiations or the loss of affiliation agreements or retransmission agreements; the impact of union activity, including possible strikes or work stoppages or CBS’ inability to negotiate favorable terms for contract renewals; and other domestic and global economic, business, competitive and/or other regulatory factors affecting CBS’ businesses generally. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and CBS does not undertake any obligation to update publicly such statements to reflect subsequent events or circumstances.

2

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most-recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, local TV, film, and interactive and socially responsible media. CBS’ businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), Network Ten Australia, Smithsonian Networks, Simon & Schuster, CBS Television Stations, and CBS EcoMedia. For more information, go to www.cbscorporation.com.

*     *     *

CBS CONTACTS

Press:	Investors:
Dana McClintock	Adam Townsend
CBS Corporation	CBS Investor Relations
(212) 975-1077	(212) 975-5292
dlmcclintock@cbs.com	adam.townsend@cbs.com
Judy DeHaven	David Bank
CBS Corporation	CBS Investor Relations
(212) 975-1942	(212) 975-6106
jdehaven@cbs.com	david.bank@cbs.com

3

EX-99.4

Exhibit 99.4

CBS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 16, 2017, CBS Corporation (the “Company” or “CBS Corp.”) completed the split-off of CBS Radio Inc. (“CBS Radio”) through an exchange offer, in which the Company accepted 17,854,689 shares of CBS Corp. Class B Common Stock from its stockholders in exchange for the 101,407,494 shares of CBS Radio common stock that it owned. On November 17, 2017, CBS Radio was combined with a subsidiary of Entercom Communications Corp. (“Entercom”) in a merger (the “Merger”) at which time each share of CBS Radio common stock outstanding immediately following the exchange offer was converted into one share of Entercom Class A common stock.

The following unaudited pro forma condensed consolidated financial statements and notes thereto give effect to the split-off of CBS Radio, as well as the Company’s use of the proceeds of CBS Radio’s indebtedness incurred in connection with the separation of CBS Radio (“the split-off and related events”).

The following unaudited pro forma condensed consolidated balance sheet of CBS Corp. as of September 30, 2017 is presented as if the split-off and related events, as described further in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred at September 30, 2017. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016 are presented as if such events had occurred on January 1, 2016. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of CBS Corp. and CBS Radio for each period presented and in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had the split-off and related events been completed as of the dates indicated or the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following:

• CBS Corp.’s consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016 and Management’s Discussion and Analysis included in CBS Corp.’s annual report on Form 10-K for the year ended December 31, 2016; and

• CBS Corp.’s consolidated financial statements and the notes thereto as of and for the nine months ended September 30, 2017 and Management’s Discussion and Analysis included in CBS Corp.’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2017.

-1-

CBS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AT SEPTEMBER 30, 2017

(In millions)

				Deconsolidation (1)
	CBS Historical			CBS Radio			Adjustments			Effects of the Exchange (2)			CBS Pro Forma
Assets
Current Assets:
Cash and cash equivalents	$	144		$	—		$	—		$	—		$	144
Receivables, net		3,598			—			—			—			3,598
Programming and other inventory		1,830			—			—			—			1,830
Other current assets		367			4			—			—			371
Current assets of discontinued operations		355			(328	)		—			—			27
Total current assets		6,294			(324	)		—			—			5,970
Property and equipment, net		1,208			—			—			—			1,208
Programming and other inventory		2,814			—			—			—			2,814
Goodwill		4,891			—			—			—			4,891
Intangible assets		2,617			—			—			—			2,617
Other assets		2,745			—			—			—			2,745
Assets of discontinued operations		3,325			(3,302	)		—			—			23
Investment in CBS Radio		—			—			1,095			(1,095	)		—
Total Assets	$	23,894		$	(3,626	)	$	1,095		$	(1,095	)	$	20,268
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	233		$	—		$	—		$	—		$	233
Participants’ share and royalties payable		997			—			—			—			997
Program rights		509			—			—			—			509
Commercial paper		590			—			—			—			590
Current portion of long-term debt		19			—			—			—			19
Accrued expenses and other current liabilities		1,550			—			—			—			1,550
Current liabilities of discontinued operations		154			(117	)		—			—			37
Total current liabilities		4,052			(117	)		—			—			3,935
Long-term debt		9,080			—			—			—			9,080
Pension and postretirement benefit obligations		1,619			—			—			—			1,619
Deferred income tax liabilities, net		645			—			—			—			645
Other liabilities		3,038			—			—			—			3,038
Liabilities of discontinued operations		2,466			(2,414	)		—			—			52
Stockholders’ equity:
Common stock		1			—			—			—			1
Additional paid-in-capital		43,830			(14,857	)		14,857			—			43,830
Accumulated deficit		(18,859	)		13,762			(13,762	)		(88	)		(18,947	)
Accumulated other comprehensive loss		(726	)		—			—			—			(726	)
		24,246			(1,095	)		1,095			(88	)		24,158
Less treasury stock, at cost		21,252			—			—			1,007			22,259
Total Stockholders’ Equity		2,994			(1,095	)		1,095			(1,095	)		1,899
Total Liabilities and Stockholders’ Equity	$	23,894		$	(3,626	)	$	1,095		$	(1,095	)	$	20,268

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

-2-

CBS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2017

(In millions, except per share amounts)

	CBS Historical			Effects of the Exchange (2)			CBS Pro Forma
Revenues	$	9,771		$	—		$	9,771
Costs and expenses:
Operating		5,940			—			5,940
Selling, general and administrative		1,585			—			1,585
Depreciation and amortization		166			—			166
Total costs and expenses		7,691			—			7,691
Operating income		2,080			—			2,080
Interest expense		(336	)		—			(336	)
Interest income		45			—			45
Loss on early extinguishment of debt		(5	)		—			(5	)
Other items, net		9			—			9
Earnings from continuing operations before income taxes and equity in loss of investee companies		1,793			—			1,793
Provision for income taxes		(479	)		—			(479	)
Equity in loss of investee companies, net of tax		(45	)		—			(45	)
Net earnings from continuing operations	$	1,269		$	—		$	1,269
Net earnings from continuing operations per common share:
Basic	$	3.13					$	3.28
Diluted	$	3.10					$	3.24
Weighted average number of common shares outstanding:
Basic		405			(18	)		387
Diluted		410			(18	)		392

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

-3-

CBS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

(In millions, except per share amounts)

	CBS Historical			Effects of the Exchange (2)			Effects of Debt Issuance on Share Repurchases (3)			CBS Pro Forma
Revenues	$	13,166		$	—		$	—		$	13,166
Costs and expenses:
Operating		7,956			—			—			7,956
Selling, general and administrative		2,124			—			—			2,124
Depreciation and amortization		225			—			—			225
Pension settlement charge		211			—			—			211
Restructuring and merger and acquisition-related costs		38			—			—			38
Other operating items, net		(9	)		—			—			(9	)
Total costs and expenses		10,545			—			—			10,545
Operating income		2,621			—			—			2,621
Interest expense		(411	)		—			—			(411	)
Interest income		32			—			—			32
Other items, net		(12	)		—			—			(12	)
Earnings from continuing operations before income taxes and equity in loss of investee companies		2,230			—			—			2,230
Provision for income taxes		(628	)		—			—			(628	)
Equity in loss of investee companies, net of tax		(50	)		—			—			(50	)
Net earnings from continuing operations	$	1,552		$	—		$	—		$	1,552
Net earnings from continuing operations per common share:
Basic	$	3.50								$	3.83
Diluted	$	3.46								$	3.79
Weighted average number of common shares outstanding:
Basic		444			(18	)		(21	)		405
Diluted		448			(18	)		(21	)		409

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

-4-

CBS CORPORATION

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions)

1) DECONSOLIDATION OF CBS RADIO

On November 16, 2017, the Company disposed of all of the shares of CBS Radio common stock that it owned through a tax-free split-off. The deconsolidation adjustments include (i) deconsolidating the historical assets and liabilities of CBS Radio, including the related tax impact, which were included in assets and liabilities of discontinued operations at September 30, 2017 and (ii) the reversal of consolidation entries as well as the reversal of the elimination of a $4 million receivable from CBS Radio as a result of the disposition.

2) SPLIT-OFF OF CBS RADIO

On November 16, 2017, the Company completed the split-off of CBS Radio through an exchange offer, in which CBS Corp. stockholders received 5.6796 shares of CBS Radio common stock for each share of CBS Corp. Class B Common Stock accepted in the exchange offer. As a result, the Company accepted 17,854,689 shares of CBS Corp. Class B Common Stock from its stockholders in exchange for the 101,407,494 shares of CBS Radio common stock that it owned. In the Merger each share of CBS Radio common stock outstanding immediately following the exchange offer was converted into one share of Entercom Class A common stock. The exchange ratio was calculated as the average price of CBS Corp. Class B Common Stock of $56.3629 per share divided by 93.0% of the average price of Entercom Class A common stock of $10.6707 per share, reflecting a discount of 7.0%. The average prices reflect the simple arithmetic average of the daily volume-weighted average price of shares of CBS Class B Common Stock and Entercom Class A Common Stock on the New York Stock Exchange during the three consecutive trading days ended on and including November 14, 2017. The calculated per-share value for CBS Radio common stock was based on the trading prices for Entercom Class A common stock because there is no trading market for CBS Radio common stock. The Company believes, however, that the trading prices for Entercom Class A common stock were an appropriate proxy for the trading prices of CBS Radio common stock since each outstanding share of CBS Radio common stock was converted into one share of Entercom Class A common stock in the Merger.

Shares of CBS Radio common stock owned by CBS Corp.	101,407,494
Exchange ratio	5.6796
Total shares of CBS Corp. Class B Common Stock accepted	17,854,689

The 17,854,689 shares of CBS Corp. Class B Common Stock acquired in the exchange offer have been reflected as treasury stock on the unaudited pro forma condensed consolidated balance sheet. The estimated net loss on the split-off of CBS Radio of $88 million, which assumes the split-off occurred on September 30, 2017, is calculated as follows:

Fair value of CBS Corp. Class B Common Stock tendered (17,854,689 shares at $56.40 per share as of November 16, 2017)	$	1,007
CBS Corp.’s carrying value in CBS Radio at September 30, 2017		(1,095	)
Estimated net loss on split-off of CBS Radio	$	(88	)

-5-

CBS CORPORATION

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions)

The split-off is accounted for as a tax-free transaction and therefore, there is no tax impact. The net loss will be recorded in discontinued operations in the Company’s consolidated statement of operations and as such it has not been reflected in the pro forma condensed consolidated statements of operations. The actual loss, which will be recorded during the fourth quarter of 2017, will be calculated based on the Company’s carrying value in CBS Radio as of the closing of the exchange offer on November 16, 2017 and therefore could be significantly different from this estimate.

3) EFFECTS OF CBS RADIO’S DEBT ISSUANCE ON SHARE REPURCHASES

On October 17, 2016, in connection with its planned separation from CBS Corp., CBS Radio incurred indebtedness of $1.460 billion, resulting in net proceeds of approximately $1.432 billion after deducting bank fees, discounts and commissions, and other expenses payable by CBS Radio incurred in connection therewith. CBS Radio distributed to its parent, a wholly owned subsidiary of CBS Corp., approximately $1.426 billion, which is an amount equal to the net proceeds of the CBS Radio borrowing, prior to deducting expenses payable by CBS Radio, less $10 million which remained with CBS Radio to use for general corporate purposes and ongoing cash needs. The Company used the proceeds from the debt issuance to repurchase approximately 24 million shares of its Class B Common Stock. The pro forma adjustment to “weighted average number of common shares outstanding” for the year ended December 31, 2016 assumes that the debt issuance occurred on January 1, 2016 and the Company repurchased these shares on such date.

-6-