0001193125-14-450587 Sample Contracts

AMENDED AND RESTATED OPERATING AGREEMENT OF OUTFRONT MEDIA SAN FRANCISCO LLC
Operating Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • New York

This Amended and Restated Operating Agreement of Outfront Media San Francisco LLC (the “Company”), a New York limited liability company, is made and entered into as of November 20, 2014 by Sole Member, (the “Member”), in accordance with the terms of this Agreement and the New York Code (as hereinafter defined).

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CREDIT AGREEMENT Dated as of January 31, 2014 among CBS OUTDOOR AMERICAS CAPITAL LLC and CBS OUTDOOR AMERICAS CAPITAL CORPORATION, as the Borrowers, CITIBANK, N.A., as Administrative Agent and Swing Line Lender, THE OTHER LENDERS PARTY HERETO FROM...
Credit Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of January 31, 2014 among CBS Outdoor Americas Capital LLC, a Delaware limited liability company, and CBS Outdoor Americas Capital Corporation, a Delaware corporation, as borrowers (together with their respective successors and assigns, each “Borrower” and, collectively, the “Borrowers”), 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, Citibank, N.A. (“Citibank”), 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”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF METRO FUEL LLC (a Delaware Limited Liability Company) Dated As of November 15, 2012
Limited Liability Company Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 15, 2012 (the “Agreement”), made by FUEL OUTDOOR HOLDINGS LLC, a Delaware limited liability company (the “Member”), has been executed for the purpose of setting forth the rights, obligations and powers of the Member as the sole member of METRO FUEL LLC (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Law”).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF OUTFRONT MEDIA MIAMI LLC
Operating Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • Delaware

This Second Amended and Restated Operating Agreement of Outfront Media Miami LLC (the “Company”), a Delaware limited liability company, is made and entered into as of November 20, 2014 by Fuel Outdoor Holdings, LLC, (the “Member”), a Delaware limited liability company, in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

Dear Nancy: as of May 5, 2014
Employment Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • New York

CBS Outdoor Americas Inc. (the “Company”), an indirect majority-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:

Mr. Clive Punter Woodspeen Manor Woodspeen, Newbury Berkshire, RG20 8BT United Kingdom
Employment Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • New York

CBS Outdoor Americas Inc. (“CBS Outdoor” or the “Company”), 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 , agrees to employ you and you agree to continue to accept such employment upon the following terms and conditions (the “Agreement”):

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MILLENNIUM BILLBOARDS L.L.C. (a New York Limited Liability Company) Dated As of June 27, 2006
Limited Liability Company Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated and effective as of June 27, 2006 (the “Agreement”), made by Van Wagner Communications LLC, a New York limited liability company (the “Member”), has been executed for the purpose of setting forth the rights, obligations and powers of the Member of Millennium Billboards L.L.C. (the “Company”), pursuant to the provisions of the New York Limited Liability Company Act.

Contract
Employment Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts • New York

AGREEMENT made as of the 15th day of April, 2013, by and between CBS Outdoor (“CBS Outdoor”), a business unit of CBS Corporation (“CBS”), having an address at 405 Lexington Avenue, New York, New York 10174 and Jodi Senese (“Executive”), whose address is 5 Apache Circle, Katonah, NY 10536.

July 23, 2014 Mr. Wally Kelly c/o CBS Outdoor Americas Inc. New York, NY 10174 Dear Wally:
Employment Agreement • December 22nd, 2014 • Outfront Media Minnesota LLC • Real estate investment trusts

Please refer to the agreement between you and CBS Outdoor Americas Inc. (“CBSO”), made as of August 21, 2013, pursuant to which you have been performing services for CBSO as its President and Chief Operating Officer (the “Employment Agreement”).

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