In connection with
the Transactions and to a Master Separation Agreement, dated as
of February2, 2017 among CBS and CBS Radio (the Separation
Agreement), CBS will, among other things, transfer the CBS
Radio Business to CBS Radio (the Reorganization) and,
thereafter, will distribute (the Distribution) to the CBS
common shareholders all of the issued and outstanding shares of
common stock, par value $0.01 per share, of CBS Radio (the CBS
Radio Common Stock), as further described below.

Immediately
following the Distribution, in accordance with and subject to the
terms and conditions of the Merger Agreement, Merger Sub will
merge with and into CBS Radio (the Merger), with CBS Radio
continuing as the surviving company in the Merger and as a wholly
owned subsidiary of the Company.

Upon consummation
of the transactions contemplated by the Merger Agreement, each
share of CBS Radio Common Stock outstanding will automatically be
converted into one share of ClassA common stock, par value $0.01
per share, of the Company (the Company ClassA Common
Stock) such that former holders of CBS Radio Common Stock
will receive approximately 105million shares of Company ClassA
Common Stock, representing approximately 72% of the issued and
outstanding Company ClassA Common Stock on a fully diluted basis
following the Merger in the aggregate, and the existing holders
of Company ClassA Common Stock will own the remaining 28% of the
issued and outstanding Company ClassA Common Stock on a fully
diluted basis following the Merger in the aggregate.

Separation
Agreement

The Separation
Agreement governs the rights and obligations of CBS and CBS Radio
regarding the Reorganization, and provides, among other things,
for the transfer by CBS to CBS Radio of certain assets, and the
assumption by CBS Radio of certain liabilities, related to the
CBS Radio Business. The Separation Agreement also governs the
rights and obligations of CBS and CBS Radio regarding the
Distribution. The Distribution will be effected through an
exchange offer of currently issued and outstanding shares of
common stock of CBS for CBS Radio Common Stock, which would be
followed by a pro rata, clean-up distribution of any unsubscribed
shares.

The Separation
Agreement sets forth other agreements between CBS, CBS Radio and
the Company related to the Distribution, including provisions
concerning the termination and settlement of intercompany
accounts and obtaining of necessary governmental approvals and
third-party consents. The Separation Agreement also sets forth
agreements that govern certain aspects of the relationship
between CBS, CBS Radio and the Company after the Distribution,
including provisions with respect to release of claims,
indemnification, insurance, access to financial and other
information and access to and provision of records. The parties
have mutual ongoing indemnification obligations following the
Distribution with respect to losses related to the CBS Radio
Business and CBS business, respectively.

Consummation of
the Distribution is subject to the satisfaction or waiver of all
conditions under the Merger Agreement.

Agreement and
Plan of Merger

The Merger
Agreement provides the material terms of the Merger, to which CBS
Radio will become a wholly owned subsidiary of the
Company.

The Merger
Agreement provides that, immediately following the Distribution,
Merger Sub will merge with and into CBS Radio, with CBS Radio
surviving the Merger as a wholly owned subsidiary of the Company.
At the effective time of the Merger, each outstanding share of
CBS Radios common stock will be converted into the right to
receive an equal number of shares of Company ClassA Common Stock,
on the terms and subject to the conditions of the Merger
Agreement. After the completion of the Merger, former holders of
CBS common stock and existing shareholders of the Company will
own approximately 72% and 28%, respectively, of the Companys
common stock on a fully-diluted basis.

The Merger
Agreement provides that, following the consummation of the
Merger, the Companys Board of Directors will be comprised of nine
members including four CBS selected directors. The Company and
the Companys Class A directors will select the remaining five
directors. In addition, two of CBSs designees to the Board of
Directors will agree to resign upon the earlier of six months
following the Closing or the first post-Closing annual meeting of
the Companys shareholders.

The Merger
Agreement contains customary and generally reciprocal
representations and warranties made by each of CBS, the Company
and Merger Sub. CBS and the Company have also agreed to various
covenants in the Merger Agreement, including, among other things,
covenants (i)to conduct their respective material operations in
the ordinary course of business consistent with past practice,
(ii)not to take certain actions prior to the closing of the
Merger without the prior consent of the other, (iii)for CBS not
to compete in certain business operations with the Company for
two years following the closing of the Merger, including the
over-the-air radio broadcasting business and the distribution of
audio programming for broadcasting, in each case subject to
customary exceptions and (iv)for CBS not to solicit or hire any
CBS Radio employees for at least 18 months from the closing of
the Merger, subject to customary exceptions.

In addition, the
Company has agreed (i)to cause a shareholder meeting to be held
for the purpose of voting upon (a)the amendment of the Companys
charter to increase the number of authorized shares of Company
ClassA Common Stock and the issuance of shares of Company ClassA
Common Stock to the Merger (together, the Stock Issuance)
and (b)the amendment to the charter of the Company in order to
provide that the Companys board of directors be classified,
effective as of the closing of the Mergers (together with the
Stock Issuance, the Company Shareholder Approvals),
(ii)not to solicit other acquisitions proposals and, except under
limited circumstances and with respect to unsolicited proposals,
not to enter into discussions concerning, or provide information
in connection with, alternative transactions, (iii)not to submit
any alternative proposal for one year after termination of the
Merger Agreement under certain circumstances and (iv)subject to
certain exceptions, to recommend that the Companys shareholders
vote in favor of the Company Shareholder Approvals.

In addition, on
February2, 2017, Joseph M. Field, who holds a controlling voting
interest in the Company through his ownership of ClassB common
stock, par value $0.01 per share, of the Company (the Company
ClassB Common Stock), entered into a voting agreement with
the Company, to which Mr.Field has committed to vote in favor of
the Company Shareholder Approvals and not to tender into or vote
for any alternative proposal for one year after termination of
the Merger Agreement under certain circumstances, subject to the
terms and conditions of such voting agreement. The voting
agreement is included as Exhibit I to the Merger Agreement, which
is filed as Exhibit 2.1 to this Current Report on Form
8-K, and is incorporated herein by reference.

The Merger
Agreement also provides that CBS Radio and CBS shall use their
respective reasonable best efforts to consummate certain
financing transactions in order to repay certain indebtedness of
the Company (the CBS Radio Financing) and, if the
commitments for the CBS Radio Financing become unavailable on the
terms agreed, to obtain alternative financing.

Consummation of
the Merger is subject to various conditions, including, among
others, (i)the consummation of the Reorganization and the
Distribution in accordance with the Separation Agreement; (ii)the
effectiveness of the Companys registration statement registering
the Company ClassA Common Stock to be issued to the Merger
Agreement, and any other required Registration Statement (as
defined in the Merger Agreement); (iii)approval of the Company
Shareholder Approvals by the requisite vote of the Companys
shareholders; (iv)expiration of the

applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended; (v)receipt of all necessary consents from the
Federal Communications Commission and certain other state
communications authorities for the Transactions; (vi)receipt of
opinions of counsel to the effect that the Merger will be treated
as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended; (vii)prior to or
substantially simultaneously with the effectiveness of the
Merger, the receipt by CBS Radio of the CBS Radio Financing;
(viii)material compliance by each party with the covenants in the
Merger Agreement and (ix)the absence of breaches of
representations and warranties that would have a material adverse
effect on the Company or CBS Radio. The parties have agreed to
use their respective reasonable best efforts to obtain all
necessary regulatory approvals for the Merger.

The Merger
Agreement provides for certain mutual termination rights of the
Company and CBS, including the right of either party to terminate
the Merger Agreement: (i)if the Merger is not consummated prior
to November2, 2017, which date may be extended to May2, 2018, by
either party under certain circumstances (the Outside
Date); (ii)if a Governmental Authority (as defined in the
Merger Agreement) issues an Order (as defined in the Merger
Agreement) permanently enjoining the consummation of the Merger
or imposing a Burdensome Restriction (as defined in the Merger
Agreement); (iii) the U.S. Federal Communications Commission
denies the FCC Application with respect to a material license;
(iv)if the approval of the Company Shareholder Approvals has not
been obtained at a duly convened meeting of the Companys
shareholders held therefor; (v)if any law permanently restrains,
enjoins or makes illegal the consummation of the Transactions and
such law becomes effective; (vi)in the event that the other party
breaches any of its representations, warranties, covenants or
other agreements in the Merger Agreement (and, in the case of
CBS, in the Separation Agreement) such that certain closing
conditions are not able to be satisfied, and such breach is not
cured within 30 days of notice of such breach by the other party;
or (vii)if, prior to approval by the Companys shareholders of the
Company Shareholder Approvals, the board of directors of the
Company makes a change in recommendation, in accordance with the
terms of the Merger Agreement.

In addition, CBS
may terminate the Merger Agreement if the Companys board of
directors changes its recommendation that the Companys
shareholders approve the Charter Amendments, other than as
described above.

If the Merger
Agreement is terminated by CBS or the Company under certain
circumstances, then the Company is obligated to pay CBS a onetime
fee equal to $30million (the Acquiror Termination Fee).The
Company must pay the Acquiror Termination Fee upon or after
termination of the Merger Agreement under the following
circumstances:

In addition, under
certain circumstances, the Board of Directors has agreed not to
submit alternative acquisition proposals or agreements to the
Companys shareholders for approval at a shareholder meeting
convened prior to the twelve-month anniversary of the termination
of the Merger Agreement.

Other
Agreements

The parties to the
Merger Agreement have agreed to enter into certain ancillary
agreements related to the Transaction in the form attached to the
Merger Agreement, as described below.

At or prior to the
closing of the Merger, the Company, CBS and CBS Radio will enter
into a Tax Matters Agreement, which will govern the Companys,
CBSs and CBS Radios respective rights, responsibilities and
obligations with respect to taxes, tax attributes, the
preparation and filing of tax returns, tax contests, preservation
of tax-free status of the transactions contemplated by the Merger
Agreement and the Separation Agreement and certain other tax
matters. In general, CBS will be responsible for all taxes of
CBSRadio for periods before the Distribution, and the Company
will be responsible for all taxes of CBS Radio for periods after
the Distribution.

Different rules
apply to any tax liability arising as a result of the
Distribution and certain related transactions. While those
transactions are intended to be tax-free, significant tax
liability could arise if they are not. The Tax Matters Agreement
allocates this tax liability between CBS and the Company. In
general, the Company is liable for all or a portion of any
resulting taxes if the Distribution is taxable as a result of any
action or failure to act by the Company that affects the tax-free
status of the Distribution. CBS is liable in all other cases. The
form of the Tax Matters Agreement is included as Exhibit D to the
Merger Agreement, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K, and is incorporated herein by
reference.

In addition, at
the closing of the Merger, the Company and CBS will enter into a
Transition Services Agreement, to which, after the effectiveness
of the Merger, CBS will provide certain services to the Company,
and the Company will provide certain services to CBS on a
transitional basis to provide for an orderly separation of the
CBS Radio Business. At the closing of the Merger, such parties
will also enter into a Joint Digital Services Agreement, to
which, after the effectiveness of the Merger, CBS will continue
to operate the digital presences for CBS Radios sports and news
radio stations and CBS Radio will provide certain related digital
content and services, all on a transitional basis to provide for
an orderly separation of the CBS Local Digital Media operations.
Both the Transition Services Agreement and the Joint Digital
Services Agreement will terminate no later than two years after
the Closing. The form of the Transition Services Agreement is
included as Exhibit E to the Merger Agreement, which is filed as
Exhibit2.1 to this Current Report on Form 8-K, and is
incorporated herein by reference. The form of the Joint Digital
Services Agreement, which is incorporated herein by reference, is
included as Exhibit C to the Merger Agreement, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K.

In addition, at
the closing of the Merger, the Merger Agreement contemplates that
subsidiaries of CBS will also enter 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 will license the use of the CBS RADIO
name for CBS Radios use for up to 12 months (the Name License
Agreement), subject to the terms of the Name License
Agreement. Second, CBS Broadcasting and certain of its
subsidiaries will also enter into an agreement to license the use
of CBS mark and certain other brands by CBS Radio and certain of
its subsidiaries (the Media License Agreement), subject to
the term of the Media License Agreement. The rights to the Media
License Agreement will expire with respect to brands containing
the CBS letters 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 certain trademarks used in
connection with the CBS Radio Sports Network for use by CBS Radio
and CBS Radio Sports Network, Inc., a Delaware Corporation, at
least through December31, 2020 (the Sports License
Agreement and, together with the Name License Agreement and
the Media License Agreement, the License Agreements),
subject to the terms and conditions of the Sports License
Agreement. Forms of the License Agreements are included as
Exhibit B to the Merger Agreement, which is filed as Exhibit
2.1 to this Current Report on Form 8-K, and are incorporated
herein by reference.

In addition, on
February2, 2017, Joseph M. Field, Marie Field and David J. Field
entered into a side letter with the Company, to which such
shareholders agreed to, immediately prior to the closing of the
transactions contemplated by the Merger Agreement, convert a
specified amount of Company ClassB Common Stock into Company
ClassA Common Stock, and to certain restrictions on the transfer
of common stock (with exceptions for certain estate planning
transfers) for nine months after closing of the Merger. Such
stockholders also agreed to automatically convert certain of
their shares of Company ClassB Common Stock into shares of

Company ClassA
Common Stock upon the occurrence of certain events, subject to
the terms and conditions of the side letter. The form of the side
letter is included as Exhibit H to the Merger Agreement, which is
filed as Exhibit 2.1 to this Current Report on Form 8-K,
and is incorporated herein by reference.

The Separation
Agreement, Merger Agreement and the above descriptions of the
transaction documents have been included to provide investors and
security holders with information regarding the terms thereof.
They are not intended to provide any other factual information
about the Company, Merger Sub, CBS, CBS Radio, their respective
subsidiaries and affiliates, or the CBS Radio Business. The
Merger Agreement contains representations and warranties of the
Company, Merger Sub and CBS. The assertions embodied in those
representations and warranties are qualified by information in
confidential disclosure letters that the parties have exchanged
in connection with signing the Merger Agreement as of a specific
date. Moreover, the representations and warranties in the Merger
Agreement were made solely for the benefit of the other parties
to the Merger Agreement and were used for the purpose of
allocating risk among the respective parties. Therefore,
investors and security holders should not treat them as
categorical statements of fact. Moreover, these representations
and warranties may apply standards of materiality in a way that
is different from what may be material to investors and were made
only as of the date of the Merger Agreement or such other date or
dates as may be specified in the Merger Agreement and are subject
to more recent developments. Accordingly, investors and security
holders should read the representations and warranties in the
Merger Agreement not in isolation but only in conjunction with
the other information about the Company, CBS and their
subsidiaries that the respective companies include in reports and
statements they file with the Securities and Exchange
Commission.

The foregoing
descriptions of the Separation Agreement and the Merger Agreement
(and the exhibits thereto and the transactions contemplated
thereby) do not purport to be complete and are qualified in their
entirety by reference to such agreements which are filed as
Exhibit 2.1 hereto (the Separation Agreement is included
as ExhibitA to the Merger Agreement) and are incorporated herein
by reference.

On February1,
2017, the Board of Directors of the Company approved an amendment
(the Bylaw Amendment) to the Amended and Restated Bylaws
of the Company (the Bylaws), which became effective
immediately. The Bylaw Amendment added a new Section10.06 to the
Bylaws, which provides that, unless the Company consents in
writing to the selection of an alternative forum, the sole and
exclusive forum for certain legal actions involving the Company
will be a state or federal court located within the Commonwealth
of Pennsylvania. The foregoing description of the changes made in
the Bylaws is qualified in its entirety by reference to the full
text of the Bylaw Amendment, a copy of which was is filed as
Exhibit 3.1 hereto and incorporated herein by
reference.

On February2,
2017, the Company and CBS jointly issued a press release in
connection with the Transactions. A copy of the press release is
filed as Exhibit99.1 hereto and is incorporated by
reference herein.

On February2,
2017, the Company posted on its website, www.entercom.com, under
Investors an investor presentation (the Investor
Presentation), that includes, among other matters,
information related to the Transactions. A copy of the investor
presentation is furnished as Exhibit99.2 hereto and
is incorporated by reference herein.

Cautionary
Language Concerning Forward-Looking Statements

This communication
contains forward-looking statements. All statements other than
statements of historical fact contained in this report are
forward-looking statements within the meaning of Section 27A of
the United States Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the United States
Securities Exchange Act of 1934, as amended (the Exchange
Act). Forward-looking statements usually relate to future
events and anticipated revenues, earnings, cash flows or other
aspects of our operations or operating results. Forward-looking
statements are often identified by the words believe, expect,
anticipate, plan, intend, foresee, should, would, could, may,
estimate, outlook and similar expressions, including the negative
thereof. The absence of these words, however, does not mean that
the statements are not forward-looking. These forward-looking
statements are based on our current expectations, beliefs and
assumptions concerning future developments and business
conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments
affecting us will be those that we anticipate.

Factors that could
cause actual results to differ materially from those in the
forward-looking statements include, among others, failure to
obtain applicable regulatory or stockholder approvals in a timely
manner or otherwise; failure to satisfy other closing conditions
to the proposed transactions; risks associated with tax
liabilities, or changes in U.S. federal tax laws or
interpretations to which they are subject; risks that the new
businesses will not be integrated successfully or that the
combined companies will not realize estimated cost savings, value
of certain tax assets, synergies and growth or that such benefits
may take longer to realize than expected; failure to realize
anticipated benefits of the combined operations; risks relating
to unanticipated costs of integration; the potential impact of
announcement or consummation of the proposed transaction on
relationships with third parties, including advertiser clients,
employees and competitors; a decline in advertising revenue and
the seasonality of advertising revenue; intense competition in
the broadcast radio and media distribution industries; impact on
advertising rates and revenues due to technological changes and
failure to timely or appropriately respond to such changes;
ability to attract new and retain existing advertiser clients in
the manner anticipated; increases in or new royalties; high fixed
costs; ability to hire and retain key personnel; failure to
protect our intellectual property; availability of sources of
funding on favorable terms or at all; changes in legislation or
governmental regulations affecting the companies; economic,
social or political conditions that could adversely affect the
companies or their advertiser clients; conditions in the credit
markets; and risks associated with assumptions the parties make
in connection with the parties critical accounting estimates and
legal proceedings.

All of our
forward-looking statements involve risks and uncertainties (some
of which are significant or beyond our control) and assumptions
that could cause actual results to differ materially from our
historical experience and our present expectations or
projections. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the parties
businesses, including those described in the Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other documents filed from time to time with the U.S.
Securities and Exchange Commission (the SEC) by Entercom
Communications Corp. (Entercom) and CBS Corporation
(CBS) (to the extent they relate to CBS Radio Inc. and its
relevant subsidiaries (CBS Radio)). We wish to caution you
not to place undue reliance on any forward-looking statements,
which speak only as of the date hereof. We undertake no
obligation to publicly update or revise any of our
forward-looking statements after the date they are made, whether
as a result of new information, future events or otherwise,
except to the extent required by law.