CBS OUTDOOR AMERICAS INC. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 25th, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
CBS Outdoor Americas Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Amendment No. 3 to Receivables Purchase AgreementReceivables Purchase Agreement • September 7th, 2018 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 30, 2017 by and among the following parties:
CBS OUTDOOR AMERICAS CAPITAL LLC and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, wholly owned subsidiaries of CBS OUTDOOR AMERICAS INC. $150,000,000 5.250% Senior Notes due 2022 $450,000,000 5.875% Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Master Repurchase AgreementMaster Repurchase Agreement • September 7th, 2018 • OUTFRONT Media Inc. • Real estate investment trusts • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENTCredit Agreement • November 18th, 2019 • OUTFRONT Media Inc. • Real estate investment trusts • New York
SCHEDULES 1.01A Commitments 1.01B Letter of Credit Commitments 1.01E Existing Investments 5.08 Exceptions to Ownership of Property 5.09(b) Environmental Matters 5.12 Subsidiaries and Other Equity Investments 6.13(a) Certain Collateral Documents 7.01(b) Existing Liens 7.02(b) Existing Indebtedness 7.07 Existing Transactions with Affiliates 7.08 Burdensome Agreements 10.02 Administrative Agent’s Office, Certain Addresses for Notices
OUTFRONT MEDIA CAPITAL LLC, OUTFRONT MEDIA CAPITAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Collateral Agent INDENTURE Dated as of November 20, 2023 7.375% SENIOR SECURED...Indenture • November 20th, 2023 • OUTFRONT Media Inc. • Real estate investment trusts • New York
INDENTURE, dated as of November 20, 2023, among Outfront Media Capital LLC, a Delaware limited liability company (“Finance LLC”), Outfront Media Capital Corporation, a Delaware corporation (“Finance Corp.” and, together with FinaNnce LLC, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee and as Collateral Agent.
Dear Rich: as of February 17, 2014Employment Agreement • February 18th, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
CBS Outdoor Americas Inc. (the “Company”), an indirect wholly-owned subsidiary of CBS Corporation (“CBS”), having an address at 405 Lexington Avenue, New York, New York 10174, operating in the outdoor business in the United States, Canada and Latin America (“Outdoor”), agrees to employ you and you agree to continue to accept such employment upon the following terms and conditions:
ContractEmployment Agreement • February 28th, 2018 • OUTFRONT Media Inc. • Real estate investment trusts • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on the 8th day of December, 2017, by and between OUTFRONT Media Inc. (“OUTFRONT”), having an address at 405 Lexington Avenue, New York, New York 10174, and Clive Punter (“Executive”), whose address is 417 East 57th St., New York, NY 10022, and is effective as of October 6, 2017.
OUTFRONT MEDIA CAPITAL LLC, OUTFRONT MEDIA CAPITAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of January 19, 2021 4.250% SENIOR NOTES DUE 2029Indenture • January 19th, 2021 • OUTFRONT Media Inc. • Real estate investment trusts • New York
INDENTURE, dated as of January 19, 2021, among Outfront Media Capital LLC, a Delaware limited liability company (“Finance LLC”), Outfront Media Capital Corporation, a Delaware corporation (“Finance Corp.” and, together with Finance LLC, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
CBS OUTDOOR AMERICAS CAPITAL LLC, CBS OUTDOOR AMERICAS CAPITAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of October 1, 2014 5.875% SENIOR NOTES DUE 2025Indenture • October 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
INDENTURE, dated as of October 1, 2014, among CBS Outdoor Americas Capital LLC, a Delaware limited liability company (“Capital LLC”), CBS Outdoor Americas Capital Corporation, a Delaware corporation (“Finance Corp.” and, together with Capital LLC, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 18th, 2014 • CBS Outdoor Americas Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between CBS Outdoor Americas Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
Amendment No. 1 to Purchase and Sale AgreementPurchase and Sale Agreement • September 7th, 2018 • OUTFRONT Media Inc. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT dated as of June 30, 2017 (this “Agreement”) is among OUTFRONT MEDIA LLC, a Delaware limited liability company (“Media LLC”), as originator (in such capacity, the “Originator”) and as initial servicer (in such capacity, the “Servicer”), and OUTFRONT MEDIA RECEIVABLES LLC, a Delaware limited liability company (the “Buyer”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Andrew R. SriubasEmployment Agreement • November 7th, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
CBS Outdoor Americas Inc. (the “Company”), having an address at 405 Lexington Avenue, New York, New York 10174, operating in the outdoor advertising business in the United States, Canada and Latin America (“Outdoor”), agrees to employ you and you agree to continue to accept such employment upon the following terms and conditions:
TRANSITION SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS INC. DATED AS OF APRIL 2, 2014Transition Services Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate
This TRANSITION SERVICES AGREEMENT, dated as of April 2, 2014 (this “Agreement”), is by and between CBS Corporation, a Delaware corporation (“CBS”), and CBS Outdoor Americas Inc., a Maryland corporation (“Outdoor Americas”). CBS and Outdoor Americas 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 the date hereof, by and between CBS and Outdoor Americas (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
Jeremy Male c/o CBS Outdoor Americas Inc. New York, NY 10174 Dear Jeremy:Employment Agreement • February 18th, 2014 • CBS Outdoor Americas Inc. • Real estate
CBS Outdoor Americas Inc., a Maryland corporation (“CBS Outdoor”) and an indirect wholly-owned subsidiary of CBS Corporation, a Delaware corporation (“CBS”), agrees to employ you and you agree to accept such employment upon the following terms and conditions:
AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • July 23rd, 2019 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED PERFORMANCE GUARANTY (this “Agreement”), dated as of July 19, 2019, is between OUTFRONT MEDIA INC., a Maryland corporation (the “Performance Guarantor”), and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.) (“MUFG”), as administrative agent (in such capacity, the “Administrative Agent”) for and on behalf of the Credit Parties and other Secured Parties, from time to time (each of the foregoing, including the Administrative Agent, a “Beneficiary” and, collectively, the “Beneficiaries”) under the Amended and Restated Receivables Purchase Agreement, dated as of the date hereof, among Outfront Media Receivables LLC, a Delaware limited liability company (“QRS Seller”), Outfront Media Receivables TRS, LLC, a Delaware limited liability company (“TRS Seller”; together with the QRS Seller, collectively, the “Sellers”), Performance Guarantor, Outfront Media LLC, a Delaware limited liability company, as initial servicer (in such capacity, the “Servicer”), th
TAX MATTERS AGREEMENT by and between CBS CORPORATION and CBS OUTDOOR AMERICAS INC. dated as of April 2, 2014Tax Matters Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 2, 2014, by and among CBS Corporation., a Delaware corporation (“CBS”), and CBS Outdoor Americas Inc. a Maryland corporation and an indirect wholly owned subsidiary of CBS (“Outdoor Americas”) (CBS and Outdoor Americas are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
AMENDED AND RESTATED GUARANTYGuaranty • July 23rd, 2019 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED GUARANTY, (this “Agreement”) dated as of July 19, 2019, is between OUTFRONT MEDIA INC., a Maryland corporation (the “Guarantor”), and MUFG BANK, LTD., as buyer (the “Buyer”) under the Amended and Restated Master Framework Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Framework Agreement”), among Outfront Media LLC, a Delaware limited liability company (“Outfront Media”) and Outfront Media Outernet Inc., a Delaware corporation, as sellers (each, a “Seller” and collectively, the “Sellers”), the various Originators party thereto (the Originators together with the Sellers, each a “Seller Party” and collectively, the “Seller Parties”), Outfront Media as agent for the Seller Parties (in such capacity, the “Seller Party Agent”) and the Buyer. Capitalized terms used and not otherwise defined in this Agreement are used as defined in, or by reference in, the Framework Agreement. The interpretive
MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS INC. Dated as of April 2, 2014Master Separation Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate
MASTER SEPARATION AGREEMENT (this “Agreement”) dated as of April 2, 2014, by and among CBS Corporation, a Delaware corporation (“CBS”), and CBS Outdoor Americas Inc., a Maryland corporation (“Outdoor Americas”). CBS and Outdoor Americas are herein referred to individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS, INC. DATED AS OF APRIL 2, 2014Registration Rights Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate
This REGISTRATION RIGHTS AGREEMENT, dated as of April 2, 2014 (this “Agreement”), is by and between CBS Outdoor Americas, Inc., a Maryland corporation (“Outdoor Americas”), and CBS Corporation, a Delaware corporation (“CBS”). CBS and Outdoor Americas 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 the date hereof, by and between CBS and Outdoor Americas (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
Amendment No. 8 to Amended and Restated Receivables Purchase AgreementReceivables Purchase Agreement • June 14th, 2024 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This AMENDMENT NO. 8 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 14, 2024 (this “Amendment”), is by and among OUTFRONT MEDIA RECEIVABLES LLC, a Delaware limited liability company, as a Seller (the “QRS Seller”), OUTFRONT MEDIA RECEIVABLES TRS, LLC, a Delaware limited liability company, as a Seller (the “TRS Seller”; together with the QRS Seller, collectively, the “Sellers”), OUTFRONT MEDIA LLC, a Delaware limited liability company (“Media LLC”), as initial servicer (in such capacity, the “Servicer”), Gotham Funding Corporation (“Gotham”), as a Conduit Purchaser, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (“MUFG”), as a Committed Purchaser, as Group Agent for the MUFG Group, and as administrative agent (in such capacity, the “Administrative Agent”).
ContractMaster Repurchase Agreement • June 22nd, 2020 • OUTFRONT Media Inc. • Real estate investment trusts • New York
ContractEmployment Agreement • May 24th, 2018 • OUTFRONT Media Inc. • Real estate investment trusts • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 24th day of May, 2018, by and between OUTFRONT Media Inc. (“OUTFRONT”), having an address at 405 Lexington Avenue, New York, New York 10174, and Matthew Siegel (“Executive”).
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • June 15th, 2023 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of January 31, 2014 among Outfront Media Capital LLC (formerly known as CBS Outdoor Americas Capital LLC), a Delaware limited liability company, and Outfront Media Capital Corporation (formerly known as CBS Outdoor Americas Capital Corporation), a Delaware corporation, as borrowers (together with their respective successors and assigns, each “Borrower” and, collectively, the “Borrowers”), OUTFRONT Media Inc. (formerly known as CBS Outdoor Americas Inc.), a Maryland corporation and indirect parent of the Borrowers (the “Parent”) and the other Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Administrative Agent, Collateral Agent, the Swing Line Lender and an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
RECEIVABLES PURCHASE AGREEMENT Dated as of June 30, 2017 by and among OUTFRONT MEDIA RECEIVABLES LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers and as Group Agents, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as...Receivables Purchase Agreement • July 3rd, 2017 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 30, 2017 by and among the following parties:
ADVERTISING LICENSE AGREEMENTAdvertising License Agreement • December 13th, 2017 • OUTFRONT Media Inc. • Real estate investment trusts • New York
THIS ADVERTISING LICENSE AGREEMENT (the “License Agreement”) is by and between the METROPOLITAN TRANSPORTATION AUTHORITY and Outfront Media Group LLC, a limited liability company organized and existing under the laws of Delaware (the "Concessionaire").
CBS OUTDOOR AMERICAS CAPITAL LLC, CBS OUTDOOR AMERICAS CAPITAL CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of January 31, 2014 5.250% SENIOR NOTES DUE 2022 and...Indenture • January 31st, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
INDENTURE, dated as of January 31, 2014, among CBS Outdoor Americas Capital LLC, a Delaware limited liability company (“Capital LLC”), CBS Outdoor Americas Capital Corporation, a Delaware corporation (“Finance Corp.” and, together with Capital LLC, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2020 • OUTFRONT Media Inc. • Real estate investment trusts • Maryland
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 20, 2020, by and among OUTFRONT Media Inc., a Maryland corporation (the “Company”), Providence Equity Partners VIII-A L.P., a Cayman Partnership, Providence Equity Partners VIII (Scotland) L.P., a Scottish partnership, PEP VIII Intermediate 5 L.P., a Delaware limited partnership, and PEP VIII Intermediate 6 L.P., a Delaware limited partnership (together, the “Providence Holders”), ASOF Holdings I, L.P., a Delaware limited partnership, and Ares Capital Corporation, a Maryland corporation (together, the “Ares Holders”) (each of the Providence Holders and the Ares Holders, a “Purchaser” and collectively, together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Purchasers”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
MASTER FRAMEWORK AGREEMENTMaster Framework Agreement • September 7th, 2018 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This MASTER FRAMEWORK AGREEMENT (this “Framework Agreement”), is made and entered into as of September 6, 2018 (the “Effective Date”), by and among:
AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • January 31st, 2014 • CBS Outdoor Americas Inc. • Real estate
AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of January 15, 2014, to be effective as of 5:00pm, Eastern time, on such date (the “Effective Time”), by and among CBS Corporation, a Delaware corporation (“CBS”), CBS Outdoor Americas Inc., a Maryland corporation (“Outdoor Americas”), and CBS Radio Media Corporation, a Delaware corporation (“Radio Media”). CBS, Outdoor Americas and Radio Media are herein referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED MASTER FRAMEWORK AGREEMENTMaster Framework Agreement • July 23rd, 2019 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED MASTER FRAMEWORK AGREEMENT (this “Framework Agreement”), is made and entered into as of July 19, 2019 (the “Effective Date”), by and among:
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • November 20th, 2017 • OUTFRONT Media Inc. • Real estate investment trusts • New York
This Amendment No. 4 to Credit Agreement, dated as of November 17, 2017 (this “Amendment”), to that certain Credit Agreement, dated as of January 31, 2014 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 21, 2014, that certain Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement, dated as of March 16, 2017, that certain Amendment No. 3 to Credit Agreement and Notice of Resignation, dated as of May 18, 2017 and as otherwise amended, restated, amended and restated, modified or supplemented prior to the date hereof, the “Credit Agreement”, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among OUTFRONT Media Inc., a Maryland corporation (the “Parent”); Outfront Media Capital LLC, a Delaware limited liability company (“Capital LLC”); Outfront Media Capital Corporation, a Delaware corporation (“Capital Corp” and, together with Capital LLC, the “Bor
Dear Wally: as of August 21, 2013Employment Agreement • February 18th, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
CBS Outdoor Americas Inc. (the “Company”), an indirect wholly-owned subsidiary of CBS Corporation (“CBS”), having an address at 405 Lexington Avenue, New York, New York 10174, operating in the outdoor business in the United States, Canada and Latin America (“Outdoor”), agrees to employ you and you agree to continue to accept such employment upon the following terms and conditions:
ContractEmployment Agreement • February 18th, 2014 • CBS Outdoor Americas Inc. • Real estate • New York
AGREEMENT made as of the 20th day of November, 2013, by and between CBS Outdoor Americas Inc. (“CBS Outdoor”), a business unit of CBS Corporation (“CBS”), having an address at 405 Lexington Avenue, New York, New York 10174 and Donald R. Shassian (“Executive”).
INVESTMENT AGREEMENTInvestment Agreement • April 21st, 2020 • OUTFRONT Media Inc. • Real estate investment trusts • Maryland
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 20, 2020, by and among OUTFRONT Media Inc., a Maryland corporation (the “Company”), Providence Equity Partners VIII-A L.P., a Cayman Partnership, Providence Equity Partners VIII (Scotland) L.P., a Scottish partnership, PEP VIII Intermediate 5 L.P., a Delaware limited partnership, and PEP VIII Intermediate 6 L.P., a Delaware limited partnership (together, the “Providence Holders”), ASOF Holdings I, L.P., a Delaware limited partnership, and Ares Capital Corporation, a Maryland corporation (together, the “Ares Holders”) (each of the Providence Holders and the Ares Holders, a “Purchaser” and collectively, together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Purchasers”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
