LETTER AGREEMENT, DATED APRIL 5, 2006, BY
AND BETWEEN CBS CORPORATION AND ENTERCOM COMMUNICATIONS CORP. (THE
"CONFIDENTIALITY AGREEMENT"), WHICH IS INCORPORATED HEREIN BY REFERENCE.
(D)
NO NEWS RELEASE OR OTHER PUBLIC ANNOUNCEMENT PERTAINING TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE MADE BY OR ON BEHALF OF ANY
PARTY HERETO WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY (SUCH CONSENT
NOT TO BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED) UNLESS OTHERWISE
REQUIRED BY LAW OR ANY REGULATION OR RULE OF ANY STOCK EXCHANGE BINDING UPON
SUCH PARTY.
WHERE ANY ANNOUNCEMENT, COMMUNICATION OR CIRCULAR CONCERNING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS REQUIRED BY LAW OR ANY REGULATION
OR RULE OF ANY STOCK EXCHANGE, IT SHALL BE MADE BY THE RELEVANT PARTY AFTER
CONSULTATION, WHERE REASONABLY PRACTICABLE, WITH THE OTHER PARTY AND TAKING INTO
ACCOUNT THE REASONABLE REQUIREMENTS (AS TO TIMING, CONTENTS AND MANNER OF MAKING
OR DISPATCH OF THE ANNOUNCEMENT, COMMUNICATION OR CIRCULAR) OF THE OTHER PARTY.
4.4
Risk of Loss.
(A)
SELLER SHALL BEAR THE RISK OF ANY CASUALTY LOSS OR DAMAGE TO ANY
OF THE STATION ASSETS PRIOR TO THE LMA COMMENCEMENT DATE, AND BUYER SHALL BEAR
SUCH RISK ON AND AFTER THE LMA COMMENCEMENT DATE.
IN THE EVENT OF ANY CASUALTY
LOSS OR DAMAGE TO THE STATION ASSETS PRIOR TO THE LMA COMMENCEMENT DATE, SELLER
SHALL BE RESPONSIBLE FOR REPAIRING OR REPLACING (AS APPROPRIATE UNDER THE
CIRCUMSTANCES) ANY LOST OR DAMAGED STATION ASSET (THE "DAMAGED ASSET") UNLESS
SUCH DAMAGED ASSET WAS OBSOLETE AND UNNECESSARY FOR THE CONTINUED OPERATION OF
THE STATIONS CONSISTENT WITH SELLER'S PAST PRACTICE AND THE FCC LICENSES.
IF
SELLER IS UNABLE TO REPAIR OR REPLACE A DAMAGED ASSET BY THE DATE ON WHICH THE
CLOSING WOULD OTHERWISE OCCUR UNDER THIS AGREEMENT, THEN THE PROCEEDS OF ANY
INSURANCE COVERING SUCH DAMAGED ASSET SHALL BE ASSIGNED TO BUYER AT CLOSING, AND
TO THE EXTENT SUCH PROCEEDS ARE NOT SUFFICIENT TO COVER THE REASONABLE
OUT-OF-POCKET COSTS INCURRED BY BUYER IN REPAIRING OR REPLACING THE DAMAGED
ASSET AFTER THE CLOSING, SELLER SHALL REIMBURSE BUYER BY AN AMOUNT EQUAL TO THE
DEFICIENCY.
(B)
IF A STATION IS OFF THE AIR PRIOR TO THE LMA COMMENCEMENT DATE,
THEN SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO RETURN THE STATION TO
THE AIR AS PROMPTLY AS PRACTICABLE IN THE ORDINARY COURSE OF BUSINESS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF ON THE DAY OTHERWISE
SCHEDULED FOR COMMENCEMENT OF THE LOCAL MARKETING AGREEMENT, A STATION IS OFF
THE AIR OR OPERATING WITH A MATERIAL REDUCTION IN COVERAGE, THEN COMMENCEMENT OF
THE LOCAL MARKETING AGREEMENT AS TO THE AFFECTED STATION SHALL BE POSTPONED
UNTIL THE DATE FIVE BUSINESS DAYS AFTER SUCH STATION RETURNS TO THE AIR, AND, IF
APPLICABLE, SUCH REDUCTION IN COVERAGE IS SUBSTANTIALLY CORRECTED, AND THE FEE
PAYABLE PURSUANT TO PARAGRAPH 1 OF SCHEDULE 1.5 OF THE LOCAL MARKETING AGREEMENT
DURING THE DEFERRAL PERIOD SHALL BE REDUCED BY AN AMOUNT EQUAL TO (I) THE FEE AS
SET FORTH IN PARAGRAPH 1 TIMES (II) THE QUOTIENT OF (X) THE EBITDA FOR THE