FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 1, 2014, is entered into by and among CBS Outdoor Americas Capital LLC, a Delaware limited liability company, CBS Outdoor Americas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of January 31, 2014, providing for the issuance of an unlimited aggregate principal amount of 5.250% Senior Notes due 2022 and 5.625% Senior Notes due 2024 (as supplemented by this First Supplemental Indenture and as may be further amended, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuers have previously issued $400,000,000 aggregate principal amount of 5.250% Senior Notes due 2022;

WHEREAS, Section 2.01 of the Indenture provides that the Issuers may, without the consent of any Holder and pursuant to an indenture supplemental to the Indenture, issue Additional Notes in accordance with the provisions of the Indenture;

WHEREAS, the Issuers have duly authorized the issuance, delivery and authentication by the Trustee of Additional 2022 Notes in an aggregate principal amount of $150,000,000 having the same terms as the Initial 2022 Notes (other than as set forth in Section 2 hereof) to be evidenced by new Global Notes evidencing the Additional 2022 Notes substantially in the form of Exhibit A-1 to the Indenture, and each of the Issuers, the Guarantors and the Trustee have duly authorized the execution and delivery of this First Supplemental Indenture; and

WHEREAS, pursuant to Sections 9.01 and 9.05 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

SECTION 2. ADDITIONAL NOTES. Pursuant to Section 2.01 of the Indenture, the Issuers hereby create and issue $150,000,000 in aggregate principal amount of 5.250% Senior Notes due 2022 (the “New Notes”) as Additional 2022 Notes under the Indenture. The New Notes will be consolidated to form a single series with the Initial 2022 Notes, to which the New Notes are identical in all terms and conditions except (i) as to the date of issue and (ii) interest on the New Notes shall accrue from May 15, 2014. The first interest payment date of the New Notes will be November 15, 2014. The New Notes will, when issued, be considered 2022 Notes pursuant to the Indenture for all purposes thereunder and will be subject to and take benefit of all the terms, conditions and provisions of the Indenture.

SECTION 3. AUTHENTICATION OF NEW NOTES. The Trustee shall, pursuant to an authentication order, authenticate the New Notes.

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SECTION 4. RATIFICATION OF INDENTURE; FIRST SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 5. SEVERABILITY. In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 6. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture and signature pages for all purposes.

SECTION 8. EFFECT OF HEADINGS. The Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 9. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed in their respective names, all as of the date first above written.

Very truly yours,
CBS OUTDOOR AMERICAS CAPITAL LLC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CBS OUTDOOR AMERICAS CAPITAL CORPORATION
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

[Signature Page to First Supplemental Indenture]

CBS OUTDOOR AMERICAS INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
OUTDOOR INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CBS OUTDOOR L.A. INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CBS OUTDOOR LLC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CBS OUTERNET INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

[Signature Page to First Supplemental Indenture]

CBS OUTDOOR GROUP LLC
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer
CBS COLLEGIATE SPORTS PROPERTIES INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Executive Vice President and Chief Financial Officer

[Signature Page to First Supplemental Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: Deutsche Bank National Trust Company
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President
By:		/s/ Xxxxx Xxxxxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxxxxx
		Title:		Vice President

[Signature Page to First Supplemental Indenture]